Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the Effective Time, Prime Merger Sub shall be merged with and into the Company. As a result of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger Sub shall cease and HCIC shall continue as the surviving entity of the Second Merger.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActDGCL (including Section 251(h) of the DGCL) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), (a) at the F-Reorg Time and no more than fifteen (15) Business Days prior to the First Effective Time, Prime Merger Sub Purchaser shall be merged with and into the Company. As a result , whereupon the separate existence of Purchaser will cease, with the F-Reorg Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Corporation”), such that following the First Merger, the separate corporate existence First Surviving Corporation will be a wholly owned direct subsidiary of Prime Merger Sub shall cease Parent, and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IXimmediately thereafter, and in accordance with as part of the Cayman Companies Actsame plan, at the Second Effective Time and no more than fifteen (15) Business Days following Time, the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result Merger Sub 2, whereupon the separate existence of the First MergerSurviving Corporation will cease, the separate corporate existence of First with Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the 2 surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger (Merger Sub shall cease and HCIC shall continue 2, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Second Merger, the Surviving Company will be a wholly owned direct subsidiary of Parent. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, as applicable. The First Merger shall be governed by Section 251(h) of the DGCL.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActDGCL (including Section 251(h)) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), (a) at the F-Reorg First Effective Time and no more than fifteen (15) Business Days prior to the Effective Timeas defined below), Prime Merger Sub Purchaser shall be merged with and into the Company. As a result , whereupon the separate existence of Purchaser will cease, with the F-Reorg Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Corporation”), such that following the First Merger, the separate corporate existence First Surviving Corporation will be a wholly owned direct subsidiary of Prime Merger Sub shall cease Parent, and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IXimmediately thereafter, and in accordance with as part of the Cayman Companies Actsame plan, at the Second Effective Time and no more than fifteen (15) Business Days following Time, the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result Merger Sub 2, whereupon the separate existence of the First MergerSurviving Corporation will cease, the separate corporate existence of First with Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the 2 surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger (Merger Sub shall cease and HCIC shall continue 2, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Second Merger, the Surviving Company will be a wholly owned direct subsidiary of Parent. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, as applicable. The First Merger shall be governed by Section 251(h) of the DGCL if the Acceptance Time occurs; if an Offer Termination occurs, the First Merger shall be governed by Section 251(c) of the DGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and as soon as practicable following the consummation of the Offer in accordance with the Cayman Companies ActDGCL (including Section 251(h)), at the F-Reorg Time and no more than fifteen (15a) Business Days prior to the Effective Time, Prime Merger Sub Purchaser shall be merged with and into the Company. As a result of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, DGCL (including Section 251(h)) at the Effective Time and no more than fifteen (15) Business Days as defined below), whereupon the separate existence of Purchaser will cease, with the Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Corporation”), such that following the F-Reorg First Merger, the First Merger Sub Surviving Corporation will be a wholly owned direct subsidiary of Parent, (b) immediately thereafter, and as part of the same plan, at the Second Effective Time (as defined below), in accordance with the DGCL, the First Surviving Corporation shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IXTwo, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, whereupon the separate corporate existence of the First Surviving Corporation will cease with Merger Sub Two surviving the Second Merger (Merger Sub shall cease and HCIC shall continue Two, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Corporation”) such that following the Second Merger, the Surviving Corporation will be a wholly owned direct subsidiary of Parent, and (c) immediately thereafter, and as part of the same plan, all issued and outstanding shares of Merger Sub Two shall be transferred to RhythmOne (US) Holding, Inc. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL. The First Merger shall be governed by Section 251(h) of the DGCL.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActDGCL (including Section 251(h)) and the DLLCA, as applicable, (a) at the F-Reorg First Effective Time and no more than fifteen (15) Business Days prior to the Effective Timeas defined below), Prime Merger Sub Purchaser shall be merged with and into the Company. As a result , whereupon the separate existence of Purchaser will cease, with the F-Reorg Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Corporation”), such that following the First Merger, the separate corporate existence First Surviving Corporation will be an indirect wholly owned subsidiary of Prime Parent and a direct wholly owned subsidiary of Merger Sub shall cease 2, and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IXimmediately thereafter, and in accordance with as part of the Cayman Companies Actsame plan, at the Second Effective Time and no more than fifteen (15) Business Days following Time, the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result Merger Sub 2, whereupon the separate existence of the First MergerSurviving Corporation will cease, the separate corporate existence of First with Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the 2 surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger (Merger Sub shall cease and HCIC shall continue 2, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Second Merger, the Surviving Company will be a wholly owned direct subsidiary of Parent. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, as applicable. The First Merger shall be governed by and effected under Section 251(h) of the DGCL as soon as practicable following the Acceptance Time and the Second Merger shall be governed by and effected under Section 267 of the DGCL and Section 18-209(i) of the DLLCA.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IXthis Agreement, and (i) in accordance with Section 251(h) of the Cayman Companies ActDGCL, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the First Effective Time, Prime Merger Sub Purchaser shall be merged with and into the Company. As a result , whereupon the separate existence of Purchaser will cease, with the F-Reorg Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Corporation”), such that following the First Merger, the separate corporate existence First Surviving Corporation will be a wholly owned indirect subsidiary of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IXParent, and (ii) in accordance with Section 267 of the Cayman Companies ActDGCL and Section 18-209(i) of the DLLCA, immediately thereafter, and as part of the same plan, at the Second Effective Time and no more than fifteen (15) Business Days following Time, the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result Merger Sub 2, whereupon the separate existence of the First MergerSurviving Corporation will cease, the separate corporate existence of First with Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the 2 surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence of the Second Merger (Merger Sub shall cease and HCIC shall continue 2, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Second Merger, the Surviving Company will be a wholly owned direct subsidiary of Parent. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, as applicable. The First Merger shall be governed by and effected under Section 251(h) of the DGCL. The Second Merger shall be governed by and effected under Section 267 of the DGCL and Section 18-209(i) of the DLLCA. (b) On the Closing Date, (i) the Company shall cause a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and the Company and Purchaser will make any other filings, recordings or publications required to be made by the Company or Purchaser under the DGCL in connection with the First Merger, which shall be as soon as practicable after the Acceptance Time and (ii) following the filing of the First Certificate of Merger, Merger Sub 2 shall cause a certificate of ownership and merger with respect to the Second Merger (the “Second Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger, and in each case, the Parties shall take all such further actions as may be required by Law to cause the First Merger and the Second Merger to be consummated, subject to the terms of this Agreement. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or on such other date and time as shall be agreed to by the Company and Parent and specified in the First Certificate of Merger, which shall be as soon as is practicable after the Acceptance Time, or if the Secretary of State of the State of Delaware is not accepting filings at the Acceptance Time, as soon thereafter as such filings may be made (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or on such other date and time as shall be agreed to by the Company and Parent, and specified in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.

The Mergers. (a) Upon At the First Effective Time and upon the terms and subject to the conditions set forth in Article IXof this Agreement and the applicable provisions of the Texas Business Organizations Code “TBOC”, and in accordance with the Cayman Companies Act, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the Effective Time, Prime Merger Sub 1 shall be merged with and into the Company. As a result Company by filing an agreement of merger with the Secretary of State of the F-Reorg MergerState of Texas in substantially the form attached hereto as Exhibit D-1 (the “Agreement of Merger 1”), whereupon the separate corporate existence of Prime Merger Sub shall cease cease, and the Company shall continue its corporate existence as the surviving company corporation (within “Surviving Corporation 1”). The First Merger shall have the meaning of the Cayman Companies Act) effect provided in this Agreement and as specified in the F-Reorg Merger pursuant to the provisions of the Cayman Companies ActTBOC. (ba) Upon the terms and subject to the conditions set forth in Article IX, and in In accordance with the Cayman Companies ActTBOC, immediately after the First Effective Time, at the Second Effective Time and no more than fifteen Time, the Company (15as the surviving entity of the First Merger) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result Merger Sub 2 by filing an agreement of merger with the Secretary of State of the First MergerState of Texas in substantially the form attached hereto as Exhibit D-2 (the “Agreement of Merger 2”), whereupon the separate existence of the Company will cease, with Merger Sub 2 surviving the Second Merger (“Surviving Corporation” and together with Surviving Corporation 1, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX“Surviving Corporations”), and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days such that following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, the separate corporate existence Surviving Corporation will continue as a wholly owned direct subsidiary of the Acquirer. The Second Merger Sub shall cease have the effects provided in this Agreement and HCIC shall continue as specified in the surviving entity of the Second MergerTBOC.

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActGeneral Corporation Law of the State of Delaware (the “DGCL”), at the F-Reorg Time and no more than fifteen (15) Business Days prior to the DIRECTV Effective Time, Prime Merger Sub One shall be merged with and into DIRECTV (the Company“DIRECTV Merger”), and following the DIRECTV Merger the separate corporate existence of Merger Sub One shall thereupon cease, and DIRECTV shall be the surviving corporation in the DIRECTV Merger (the “DIRECTV Surviving Corporation”). As a result of the F-Reorg DIRECTV Merger, the separate corporate existence DIRECTV shall become a wholly-owned Subsidiary of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies ActHoldings. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the DGCL, at the Merger Effective Time and no more than fifteen (15) Business Days following the F-Reorg MergerTime, and simultaneously with the First Merger, Second Merger Sub Two shall be merged with and into HCICSplitco (the “Splitco Merger” and together with the DIRECTV Merger, the “Mergers”), and following the Splitco Merger the separate corporate existence of Merger Sub Two shall thereupon cease, and Splitco shall be the surviving corporation in the Splitco Merger (the “Splitco Surviving Corporation”). As a result of the Second Splitco Merger, the separate corporate existence Splitco shall become a direct wholly-owned Subsidiary of the Second Merger Sub shall cease and HCIC shall continue as the surviving entity of the Second MergerHoldings.

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with this Agreement or waiver by the Cayman Companies Act, at Party having the F-Reorg Time and no more than fifteen (15) Business Days prior to the Effective Time, Prime Merger Sub shall be merged with and into the Company. As a result benefit of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IXsuch condition, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg MergerTime, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Company (the “Merger”), with the Company being the surviving entity (which is sometimes hereinafter referred to for the periods at and after the Effective Time as the “Surviving Entity”) following the Merger and the separate corporate existence of First Merger Sub shall cease and Plus Holdings the Company shall continue its corporate existence as the surviving company (within Surviving Entity after the meaning Merger and as a direct, wholly-owned subsidiary of ListCo. Immediately after the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon Effective Time, upon the terms and subject to the conditions set forth in Article IX, of this Agreement and in accordance with the DGCLCayman Companies Act, at Merger Sub II and the Effective Time and no more than fifteen (15) Business Days following Surviving Entity shall consummate the F-Reorg Second Merger, and simultaneously with pursuant to which the First Merger, Second Merger Sub Surviving Entity shall be merged with and into HCIC. As a result of Merger Sub II, following which at the Second MergerEffective Time, the separate corporate existence of the Second Merger Sub Surviving Entity shall cease and HCIC Merger Sub II shall continue as the surviving entity company (which is sometimes hereinafter referred to for the periods at and after the effective time of the Second MergerMerger as the “Surviving Company”) following the Second Merger and as a direct, wholly-owned subsidiary of ListCo.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, Article IXVIII, and in accordance with the First Merger Plan of Merger (as defined in Section 1.2(a) below) and the Cayman Companies Act, at on the F-Reorg Time and no more than fifteen (15) Business Days Day prior to the Effective Time, Prime First Merger Sub shall be merged with and into the Company. As a result of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the First Merger Plan of Merger (as defined in Section 1.2(a) below) and the Cayman Companies Act, as a direct, wholly owned subsidiary of Pubco. (cb) Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, Article IXVIII, and in accordance with the DGCLSecond Merger Plan of Merger (as defined in Section 1.2(b) below) and the Cayman Companies Act, at the Effective Time and no more than fifteen (15) one Business Days Day following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCICPurchaser. As a result of the Second Merger, the separate corporate existence of the Second Merger Sub shall cease and HCIC Purchaser shall continue as the surviving entity (within the meaning of the Cayman Companies Act) in the Second Merger pursuant to the provisions of the Second MergerMerger Plan of Merger (as defined in Section 1.2(b) below) and the Cayman Companies Act, as a directly, wholly owned subsidiary of Pubco.

The Mergers. (a) Upon Immediately prior to the First Effective Time, the issued and outstanding capital stock of Merger Sub shall consist solely of shares of common stock, par value $0.01 per share, all of which shall be owned as of such time directly by Parent free and clear of any Lien. (b) On the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActNCBCA, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the Effective Time, Prime Merger Sub shall be merged with and into the CompanyCompany at the First Effective Time. As a result of At the F-Reorg MergerFirst Effective Time, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company corporation (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act“Surviving Corporation”). (bc) Upon Immediately prior to the Second Effective Time, the issued and outstanding membership interests of Merger LLC shall consist solely of membership interests owned as of such time directly by Parent free and clear of any Lien. (d) Immediately following the receipt by the parties hereto of a copy of the file-stamped First Articles of Merger (as hereinafter defined), as part of an integrated plan including the First Merger, on the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActNCBCA and DLLCA, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the DGCL, LLC at the Second Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCICTime. As a result of At the Second MergerEffective Time, the separate corporate existence of the Second Merger Sub Surviving Corporation shall cease and HCIC Merger LLC shall continue as the surviving entity limited liability company (the “Surviving LLC”). The Mergers, the issuance by Parent of Parent Common Stock in connection with the Second MergerFirst Merger (the “Share Issuance”) and the other transactions contemplated by this Agreement, are referred to herein as the “Transactions”.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Article IXthis Agreement, and as soon as practicable following the consummation of the Offer in accordance with the Cayman Companies ActDGCL (including Section 251(h)), at the F-Reorg Time and no more than fifteen (15a) Business Days prior to the Effective Time, Prime Merger Sub Purchaser shall be merged with and into the Company. As a result of the F-Reorg Merger, the separate corporate existence of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Act. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, DGCL (including Section 251(h)) at the Effective Time and no more than fifteen (15) Business Days as defined below), whereupon the separate existence of Purchaser will cease, with the Company surviving the First Merger (the Company, as the surviving entity in the First Merger, sometimes being referred to herein as the “First Surviving Company”), such that following the F-Reorg First Merger, the First Merger Sub Surviving Company will be a wholly owned direct subsidiary of Parent, and (b) immediately thereafter, and as part of the same plan, at the Second Effective Time, in accordance with Limited Liability Company Act of the State of Delaware (the “DLLCA”),the First Surviving Company shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IXTwo, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of the Second Merger, whereupon the separate corporate existence of the First Surviving Company will cease with Merger Sub Two surviving the Second Merger (Merger Sub shall cease and HCIC shall continue Two, as the surviving entity of the Second Merger, sometimes being referred to herein as the “Surviving Company”) such that following the Second Merger, the Surviving Company will be a wholly owned direct subsidiary of Parent. The Mergers shall have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, as applicable. The First Merger shall be governed by Section 251(h) of the DGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IX, this Agreement and in accordance with the Cayman Companies ActGBCC, at the F-Reorg Time and no more than fifteen (15) Business Days prior to the First Effective Time, Prime (i) Merger Sub Corp. shall be merged with and into the Company. As a result of the F-Reorg MergerRTMRG, (ii) the separate corporate existence of Prime Merger Sub Corp. shall cease and the Company RTMRG shall continue its corporate existence as a corporation under Georgia Law as the surviving company corporation in the First Merger (within the meaning "SURVIVING CORPORATION") and (iii) the Surviving Corporation shall become an indirect wholly owned Subsidiary of Triarc. The First Merger shall have the effects set forth in Section 14-2-1106 of the Cayman Companies Act) GBCC and in the F-Reorg Merger pursuant to the provisions of the Cayman Companies Actthis Agreement. (b) Upon the terms and subject to the conditions set forth in Article IX, this Agreement and in accordance with the Cayman Companies ActGBCC and the DLLCA, at immediately after the First Effective Time and no more than fifteen at the Second Effective Time, (15i) Business Days following the F-Reorg Merger, First Merger Sub Surviving Corporation shall be merged with and into Plus Holdings. As a result Merger Sub LLC, (ii) the separate existence of the First Merger, the separate corporate existence of First Merger Sub Surviving Corporation shall cease and Plus Holdings Merger Sub LLC shall continue its corporate existence as a limited liability company under Delaware Law as the surviving company entity in the Second Merger (within the meaning "SURVIVING LLC") and (iii) the Surviving LLC shall remain an indirect wholly owned Subsidiary of Triarc. The Second Merger shall have the effects set forth in Section 14-2-1106 of the Cayman Companies Act) in the First Merger pursuant to the provisions GBCC, Section 18-209 of the Cayman Companies ActDLLCA and in this Agreement. (c) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the DGCL, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, and simultaneously with the First Merger, Second Merger Sub shall be merged with and into HCIC. As a result of immediately after the Second MergerEffective Time, Triarc shall make the separate corporate existence of the Second Merger Sub shall cease and HCIC shall continue as the surviving entity of the Second MergerTriarc Contributions.

The Mergers. (a) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the Cayman Companies ActGeneral Corporation Law of the State of Delaware (the "DGCL"), at the F-Reorg Time and no more than fifteen (15) Business Days prior to the DIRECTV Effective Time, Prime Merger Sub One shall be merged with and into DIRECTV (the Company"DIRECTV Merger"), and following the DIRECTV Merger the separate corporate existence of Merger Sub One shall thereupon cease, and DIRECTV shall be the surviving corporation in the DIRECTV Merger (the "DIRECTV Surviving Corporation"). As a result of the F-Reorg DIRECTV Merger, the separate corporate existence DIRECTV shall become a wholly-owned Subsidiary of Prime Merger Sub shall cease and the Company shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the F-Reorg Merger pursuant to the provisions of the Cayman Companies ActHoldings. (b) Upon the terms and subject to the conditions set forth in Article IX, and in accordance with the Cayman Companies Act, at the Effective Time and no more than fifteen (15) Business Days following the F-Reorg Merger, First Merger Sub shall be merged with and into Plus Holdings. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease and Plus Holdings shall continue its corporate existence as the surviving company (within the meaning of the Cayman Companies Act) in the First Merger pursuant to the provisions of the Cayman Companies Act. (c) Upon the terms and subject to the conditions set forth in Article IXthis Agreement, and in accordance with the DGCL, at the Merger Effective Time and no more than fifteen (15) Business Days following the F-Reorg MergerTime, and simultaneously with the First Merger, Second Merger Sub Two shall be merged with and into HCICSplitco (the "Splitco Merger" and together with the DIRECTV Merger, the "Mergers"), and following the Splitco Merger the separate corporate existence of Merger Sub Two shall thereupon cease, and Splitco shall be the surviving corporation in the Splitco Merger (the "Splitco Surviving Corporation"). As a result of the Second Splitco Merger, the separate corporate existence Splitco shall become a direct wholly-owned Subsidiary of the Second Merger Sub shall cease and HCIC shall continue as the surviving entity of the Second MergerHoldings.