Common use of The Mergers Clause in Contracts

The Mergers. (a) At the Closing (as defined in Section 2.04(a) below), (i) IDT Sub 1 shall be merged with and into Liberty N2P (“Merger 1”), (ii) IDT Sub 2 shall be merged with and into Liberty N2P II (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms and conditions hereof, whereupon the separate existence of each IDT Subsidiary shall cease in accordance with the DGCL, and (A) Liberty N2P shall be the surviving entity of Merger 1 (“Surviving Entity 1”), (B) Liberty N2P II shall be the surviving entity of Merger 2 (“Surviving Entity 2”) and (C) Liberty N2P III shall be the surviving entity of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in each case in accordance with the DGCL. (b) On the Closing Date (as defined in Section 2.04(a) below), each Seller Subsidiary shall file a certificate of merger with the Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger to which it is a party. Each Merger shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger is duly filed with the Secretary of State of Delaware or at such later time as is specified in such certificate of merger. (c) From and after the Effective Time of each Merger, the Surviving Entity of such Merger shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Merger and the IDT Subsidiary party to such Merger, all as provided under the DGCL, and thereafter neither LMC Animal Planet nor any of its Affiliates (as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreement.

The Mergers. (a) At Following the Closing (as defined in Section 2.04(a) below)consummation of the Parent Restructuring, (i) IDT at the First Effective Time, Merger Sub 1 II shall be merged with and into Liberty N2P the Company (the “First Merger”) in accordance with New York Law, whereupon the separate existence of Merger 1Sub II shall cease, and the Company shall be the surviving corporation of the First Merger (the “Surviving Corporation”). At the Second Effective Time, (ii) IDT Merger Sub 2 I shall be merged with and into Liberty N2P II HoldCo (the “Merger 2”) and (iii) IDT Sub 3 shall be merged Second Merger” and, together with and into Liberty N2P III (“Merger 3,” and each, a “the First Merger,” and collectively, the “Mergers”), in each case ) in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms and conditions hereofApplicable Law, whereupon the separate existence of each IDT Subsidiary Merger Sub I shall cease in accordance with the DGCLcease, and (A) Liberty N2P HoldCo shall be the surviving entity corporation of the Second Merger 1 and the Surviving Corporation shall become a wholly owned direct subsidiary of HoldCo. (a) Subject to the provisions of Article 9, (i) the closing of the First Merger (the “Surviving Entity 1First Closing”)) shall take place (A) in New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as soon as possible, but in any event no later than five Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of such conditions by the party or parties entitled to the benefit thereof at the Closing) have been satisfied or, to the extent permitted by Applicable Law, waived by the party or parties entitled to the benefit of such conditions, or (B) Liberty N2P II shall be at such other place, at such other time or on such other date as Parent and the surviving entity of Merger 2 (“Surviving Entity 2”) Company may mutually agree in writing and (Cii) Liberty N2P III shall be the surviving entity closing of the Second Merger 3 (the “Surviving Entity 3;” and eachSecond Closing”, a “Surviving Entity,” and collectivelytogether with the First Closing, the “Surviving EntitiesClosing”) shall take place in New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the consummation of the First Merger (the date on which the Closing occurs, the “Closing Date”), in each case in accordance with the DGCL. (b) On At the Closing Date (as defined in Section 2.04(a) below)First Closing, each Seller Subsidiary the Company and Merger Sub II shall file a certificate of merger executed in accordance with the relevant provisions of Applicable Law with the Department of State of the State of New York and with the Delaware Secretary of State of Delaware and make all other filings or recordings required by the DGCL Applicable Law in connection with the Merger to which it is a partyFirst Merger. Each The First Merger shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger is duly filed with the Secretary Department of State of Delaware the State of New York (or at such later time as is may be agreed by Parent and the Company and specified in such the certificate of merger) (the time the First Merger becomes effective being the “First Effective Time”). (c) From and after the First Effective Time of each MergerTime, the Surviving Entity of such Merger Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Company and Merger and the IDT Subsidiary party to such MergerSub II, all as provided under New York Law. (d) HoldCo shall duly file for registration the DGCLrelevant minutes of HoldCo’s extraordinary general meeting that approved the Second Merger with the Board of Trade of the State of São Paulo within thirty days of the meeting date for such extraordinary general meeting. At the Second Closing, HoldCo and thereafter neither LMC Animal Planet nor any Merger Sub I shall file a certificate of its Affiliates merger executed in accordance with the relevant provisions of Applicable Law with the Delaware Secretary of State and make all other filings or recordings required by Applicable Law in connection with the Second Merger. The Second Merger shall become effective at such time as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as defined may be agreed by Parent and the Company and specified in Section 7.01 belowthe certificate of merger) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreement(the time the Second Merger becomes effective being the “Second Effective Time”).

The Mergers. (a) At the Closing (as defined in Section 2.04(a) below)First Effective Time, (i) IDT Merger Sub 1 I shall be merged with and into Liberty N2P the Company in accordance with the DGCL (the “Merger 1First Merger”), whereupon the separate existence of Merger Sub I shall cease, and the Company shall be the surviving corporation (ii) IDT Sub 2 the “First Surviving Corporation”). At the Second Effective Time, the First Surviving Corporation shall be merged with and into Liberty N2P Merger Sub II in accordance with the DGCL and the DLLCA (the “Second Merger”), whereupon the separate existence of the First Surviving Corporation shall cease, and Merger 2Sub II shall be the surviving company (the “Surviving Company”). At the Third Effective Time, (i) and (iii) IDT Sub 3 in the event of a Successful Notes Solicitation or a Mutual Combined Structure Election, the Surviving Company shall be merged with and into Liberty N2P III Production Company in accordance with the DGCL and the DLLCA (“Merger 3,” and eachsuch merger, a “Combined Structure Merger,”), or (ii) in the event an Alternative Structure Event occurs and Parent and the Company do not make a Mutual Combined Structure Election, the Surviving Company shall be merged with and into UnSub in accordance with the DLLCA (such merger, an “Alternative Structure Merger” and collectivelyin either case, the “Third Merger”, and together with the First Merger and the Second Merger, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms and conditions hereof, whereupon the separate existence of each IDT Subsidiary the Surviving Company shall cease in accordance with the DGCLcease, and (A) Liberty N2P Production Company or UnSub, as the case may be, shall be the surviving entity of Merger 1 corporation or company, as the case may be (the “Final Surviving Entity 1Company”), (B) Liberty N2P II shall be the surviving entity of Merger 2 (“Surviving Entity 2”) and (C) Liberty N2P III shall be the surviving entity of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in each case in accordance with the DGCL. (b) On The closing of the Mergers (the “Closing”) shall take place in Houston, Texas at the offices of the Company, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or remotely by the exchange of documents and signatures (or their electronic counterparts), on the third Business Day after the day on which the conditions set forth in Article 8 have been satisfied or, to the extent permitted under Applicable Law, waived by the party or parties entitled to the benefit of such conditions (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted under Applicable Law, waiver in writing of those conditions at the Closing Date (as defined in Section 2.04(a) belowby the party or parties entitled to the benefit of such conditions), each Seller Subsidiary or at such other time or place as Parent and the Company may mutually agree. (c) At the Closing, (i) the Company shall file cause a certificate of merger to be filed with the Delaware Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with the First Merger and then immediately thereafter (ii) Merger Sub II shall cause a certificate of merger to which it is be filed with the Delaware Secretary of State and make all other filings or recordings required by the DGCL and the DLLCA in connection with the Second Merger and then immediately thereafter (iii) Production Company or UnSub, as the case may be, shall cause a partycertificate of merger to be filed with the Delaware Secretary of State and make all other filings or recordings required by the DGCL and the DLLCA in connection with the Third Merger. Each The First Merger shall become effective at such time (the “First Effective Time”) as the corresponding certificate of merger is duly filed with the Delaware Secretary of State of Delaware (or at such later time as is may be agreed upon by the Company and Parent and specified in such the certificate of merger). The Second Merger shall become effective at such time (the “Second Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be agreed upon by the Company and Parent and specified in the certificate of merger, but in no event earlier than the First Effective Time). The Third Merger shall become effective at such time (the “Third Effective Time”) as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later time as may be agreed upon by the Company and Parent and specified in the certificate of merger, but in no event earlier than the Second Effective Time). Notwithstanding anything to the contrary in this Section 2.01(c), each of the First Effective Time, the Second Effective Time and the Third Effective Time shall occur on the Closing Date. (cd) From and after the First Effective Time of each MergerTime, the Surviving Entity effect of such the First Merger shall possess all be as provided in this Agreement and the rights, powers, privileges and franchises and be subject to all applicable provisions of the obligationsDGCL. From and after the Second Effective Time, liabilities, restrictions and disabilities the effect of the Seller Subsidiary party to such Second Merger shall be as provided in this Agreement and the IDT Subsidiary party to such Mergerapplicable provisions of the DLLCA. From and after the Third Effective Time, all the effect of the Third Merger shall be as provided under the DGCL, and thereafter neither LMC Animal Planet nor any of its Affiliates (as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this AgreementAgreement and the applicable provisions of the DGCL or the DLLCA, as the case may be.

The Mergers. (a) At the Closing (as defined in Section 2.04(a) below), (i) IDT Sub 1 shall be merged with and into Liberty N2P (“Merger 1”), (ii) IDT Sub 2 shall be merged with and into Liberty N2P II (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with Subject to the terms and conditions hereof, whereupon at the separate existence of each IDT Subsidiary shall cease Effective Time (defined in Section 13.01), Sigma Merger Sub will merge with and into Sigma in accordance with the DGCL, whereupon the separate existence of Sigma Merger Sub will cease and (A) Liberty N2P shall Surviving Sigma will be the surviving entity of company, and Gamma Merger 1 (“Surviving Entity 1”), (B) Liberty N2P II shall be the surviving entity of Merger 2 (“Surviving Entity 2”) Sub will merge with and (C) Liberty N2P III shall be the surviving entity of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in each case into Gamma in accordance with the DGCL, whereupon the separate existence of Gamma Merger Sub will cease, and Surviving Gamma will be the surviving company. (b) On At the Closing Date Closing, (as defined in Section 2.04(ai) below), each Seller Subsidiary shall file Sigma and Sigma Merger Sub will cause a certificate of merger substantially in the form of Exhibit A-I attached hereto (the “Certificate of Sigma Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and will make all other filings or recordings required by the DGCL in connection with the Sigma Merger and (ii) Gamma and Gamma Merger Sub will cause a certificate of merger substantially in the form of Exhibit A-II attached hereto (the “Certificate of Gamma Merger” and, together with the Certificate of Sigma Merger, the “Certificates of Merger”) to which it is a partybe executed, acknowledged and filed with the Secretary of State of the State of Delaware and will make all other filings or recordings required by the DGCL in connection with the Gamma Merger. Each The parties will agree in writing and specify in the Certificates of Merger shall become an effective at such time of and constitute the consummation of both Mergers (the “Effective Time”) as ). For the corresponding certificate purpose of merger is this Agreement, the Certificate of Sigma Merger and the Certificate of Gamma Merger duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in such certificate of mergershall have the same Effective Time. (c) From and after the Effective Time of each MergerTime, the (i) Surviving Entity of such Merger shall possess Sigma will succeed to all the assets, rights, powersprivileges, privileges immunities, powers and franchises and be subject to all of the obligationsLiabilities (defined in Section 13.01), liabilitiesrestrictions, restrictions disabilities and disabilities duties of Sigma and Sigma Merger Sub, all as provided under the DGCL and (ii) Surviving Gamma will succeed to all the assets, rights, privileges, immunities, powers and franchises and be subject to all of the Seller Subsidiary party to such Liabilities, restrictions, disabilities and duties of Gamma and Gamma Merger and the IDT Subsidiary party to such MergerSub, all as provided under the DGCL, and thereafter neither LMC Animal Planet nor any of its Affiliates (as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreement.

The Mergers. (a) At On the Closing Effective Date (as defined in Section 2.04(a) below1.2), (i) IDT Sub 1 NOC- Acquisition shall be merged with and into Liberty N2P (“Merger 1”)NOC, (ii) IDT Sub 2 CADCO-Acquisition shall be merged with FILING #0001705193 PG 10 OF 193 VOL B-00116 FILED 03/20/1997 03:00 PM PAGE 03376 SECRETARY OF THE STATE CONNECTICUT SECRETARY OF THE STATE and into CADCO and QN-Acquisition shall be merged with and into Liberty N2P II QN, all in accordance with the applicable provisions of the law of the State of Connecticut. Upon the Mergers, the separate existences of each of NOC- Acquisition, CADCO-Acquisition and QN-Acquisition shall thereupon cease, and NOC, CADCO and QN, as the surviving corporations in each of the Mergers (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, each a “Merger,” "Surviving Corporation" and collectively, the “Mergers”"Surviving Corporations"), in each case in accordance with Section 251 of shall continue their corporate existences under the General Corporation Law law of the State of Delaware (Connecticut except that the “DGCL”) and in accordance with the terms and conditions hereof, whereupon the separate existence name of each IDT Subsidiary shall cease in accordance with the DGCL, and (A) Liberty N2P NOC shall be changed so as to exclude the surviving entity name "Nederlander" and any changes to the names of Merger 1 (“Surviving Entity 1”)the entities shall otherwise comply with applicable law. In addition, (B) Liberty N2P II shall be upon the surviving entity effectiveness of Merger 2 (“Surviving Entity 2”) all of the Mergers, NOC, CADCO and (C) Liberty N2P III shall be the surviving entity of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in QN each case in accordance with the DGCL. (b) On the Closing Date (as defined in Section 2.04(a) below), each Seller Subsidiary shall file a certificate of merger with the Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger to which it is a party. Each Merger shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger is duly filed with the Secretary of State of Delaware or at such later time as is specified in such certificate of merger. (c) From and after the Effective Time of each Merger, the Surviving Entity of such Merger shall possess all the rights, powersprivileges, privileges powers and franchises franchises, of a public as well as of a private nature, of (i) NOC- Acquisition and NOC, (ii) CADCO-Acquisition and CADCO, and (iii) QN-Acquisition and QN, respectively; and shall be subject to all the restrictions, disabilities and duties of(i) NOC-Acquisition and NOC, (ii) CADCO-Acquisition and CADCO, and (iii) QN-Acquisition and QN, respectively; and all the rights, privileges, powers and franchises of (i) NOC-Acquisition and NOC, (ii) CADCO-Acquisition and CADCO, and (iii) QN-Acquisition and QN, respectively; and all property, real, personal and mixed, and all debts due to them on whatever account, for stock subscriptions as well as all other things in action or belonging to each of them shall be vested in NOC, CADCO and QN respectively; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the obligations, liabilities, restrictions and disabilities Surviving Corporations as they were of the Seller Subsidiary party to such Merger applicable Constituent Corporations, and the IDT Subsidiary party title to such Merger, any real estate vested by deed or otherwise in the Constituent Corporations shall not revert or be in any way impaired by reason of the Mergers; but all as provided under rights of creditors and all liens upon any property of the DGCLConstituent Corporations shall be preserved unimpaired, and thereafter neither LMC Animal Planet nor any all debts, liabilities and duties of its Affiliates (each of the Constituent Corporations shall thenceforth attach to the applicable Surviving Corporations, and may be enforced against them to the same extent as defined in Section 7.01 below) shall have any rightif said debts, obligation liabilities and duties had been incurred or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreementcontracted by said Surviving Corporations.

The Mergers. (a) At the Closing Effective Time (as defined in Section 2.04(a) belowhereinafter defined), (i) IDT Sub 1 each Seller Subsidiary shall be merged with and into Liberty N2P IDT Subsidiary (“Merger 1”), (ii) IDT Sub 2 shall be merged with and into Liberty N2P II (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case ) in accordance with Section 251 264 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”) and in accordance with the terms and conditions hereof, whereupon the separate existence of each IDT Seller Subsidiary shall cease in accordance with the DGCLDGCL and the DLLCA, and (A) Liberty N2P IDT Subsidiary shall be the surviving entity of Merger 1 (“Surviving Entity 1”), (B) Liberty N2P II shall be the surviving entity of Merger 2 (“Surviving Entity 2”) and (C) Liberty N2P III shall be the surviving entity of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in ) of each case Merger in accordance with the DGCLDGCL and the DLLCA. (b) On the Closing Date (as defined in Section 2.04(a) below), each Seller IDT Subsidiary shall file a certificate of merger with the Secretary of State of Delaware and make all other filings or recordings required by the DGCL and the DLLCA in connection with the Merger to which it is a partyeach Merger. Each Merger shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger is duly filed with the Secretary of State of Delaware or at such later time as is specified in such certificate of merger. (c) From and after the Effective Time of each Merger, the Surviving Entity of such Merger shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Merger and the IDT Subsidiary party to such MergerSubsidiary, all as provided under the DGCLDGCL and the DLLCA, and thereafter neither LMC Animal Planet Liberty Parent nor any of its Affiliates (as defined in Section 7.01 below) affiliates shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreement.

The Mergers. (a) At the Closing Effective Time, Merger I shall be effected pursuant to which Merger Sub I will be merged with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Sub I shall cease, and the Company shall be the surviving corporation (as defined in Section 2.04(athe “Initial Surviving Entity”). (b) below)Immediately following the Effective Time and at the Subsequent Effective Time, (i) IDT Sub 1 Merger II shall be effected pursuant to which the Initial Surviving Entity shall be merged with and into Liberty N2P (“Merger 1”), (ii) IDT Sub 2 shall be merged with and into Liberty N2P II (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms DGCL and conditions hereofthe DLLCA, whereupon the separate existence of each IDT Subsidiary the Initial Surviving Entity shall cease in accordance with the DGCLcease, and (A) Liberty N2P shall be the surviving entity of Merger 1 (“Surviving Entity 1”), (B) Liberty N2P Sub II shall be the surviving entity of Merger 2 company (the “Surviving Entity 2Entity”) and a wholly-owned Subsidiary of Parent. (Cc) Liberty N2P III Subject to the provisions of Article 9, the closing of the Mergers (the “Closing”) shall take place in New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as soon as possible, but in any event no later than two (2) Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the surviving entity Closing, but subject to the satisfaction or, to the extent permissible, waiver of Merger 3 those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectivelysuch date of Closing, the “Surviving EntitiesClosing Date”), in each case in accordance with the DGCL. (bd) On At the Closing Date (as defined in Section 2.04(a) below)Closing, each Seller Subsidiary the Company and Merger Sub I shall file a certificate of merger with the Delaware Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with Merger I, and the Initial Surviving Entity and Merger to which it is Sub II shall file a partycertificate of merger with the Delaware Secretary of State and make all other filings or recordings required by the DGCL and the DLLCA in connection with Merger II. Each Merger I shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger with respect to Merger I is duly filed with the Delaware Secretary of State of Delaware (or at such later time as is may be specified in such certificate of merger). Merger II shall become effective immediately following the Effective Time at such time (the “Subsequent Effective Time”) as the certificate of merger with respect to Merger II is duly filed with the Delaware Secretary of State (or at such later time as may be agreed to by the parties and specified in such certificate of merger). (ce) From and after the Effective Time of each MergerTime, and until the Subsequent Effective Time, the Initial Surviving Entity of such Merger shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Company and Merger and the IDT Subsidiary party to such MergerSub I, all as provided under the DGCL. From and after the Subsequent Effective Time, the Surviving Entity shall possess all the rights, powers, privileges and thereafter neither LMC Animal Planet nor any franchises and be subject to all of its Affiliates (the obligations, liabilities, restrictions and disabilities of the Initial Surviving Entity and Merger Sub II, all as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreementprovided under the DGCL and the DLLCA.

The Mergers. (a) At Upon the Closing (as defined terms and subject to the satisfaction or waiver of the conditions set forth in Section 2.04(a) below)this Agreement, (i) IDT Sub 1 in accordance with Section 251(h) of the DGCL, at the First Effective Time, Purchaser shall be merged with and into Liberty N2P the Company, 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 “Merger 1First Surviving Corporation”), such that following the First Merger, the First Surviving Corporation will be a wholly owned indirect subsidiary of Parent, and (ii) IDT Sub 2 in accordance with Section 267 of the DGCL and Section 18-209(i) of the DLLCA, immediately thereafter, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Liberty N2P II (“Merger Sub 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms and conditions hereof, whereupon the separate existence of each IDT Subsidiary shall cease in accordance the First Surviving Corporation will cease, with Merger Sub 2 surviving the DGCLSecond Merger (Merger Sub 2, and (A) Liberty N2P shall be as the surviving entity of Merger 1 (the Second Merger, sometimes being referred to herein as the “Surviving Entity 1Company”), (B) Liberty N2P II 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 surviving entity of DGCL. The Second Merger 2 (“Surviving Entity 2”) and (C) Liberty N2P III shall be governed by and effected under Section 267 of the surviving entity DGCL and Section 18-209(i) of Merger 3 (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectively, the “Surviving Entities”), in each case in accordance with the DGCLDLLCA. (b) On the Closing Date Date, (as defined in Section 2.04(ai) below), each Seller Subsidiary the Company shall file 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 all any other filings filings, recordings or recordings 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 which it is a partybe consummated, subject to the terms of this Agreement. Each The First Merger shall become effective at such time (the “Effective Time”) as the corresponding certificate First Certificate of merger 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 later 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 certificate of merger. (c) From date and after time being hereinafter referred to as the “Second Effective Time”). The First Effective Time of each Mergershall, in all events, precede the Surviving Entity of such Merger shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Merger and the IDT Subsidiary party to such Merger, all as provided under the DGCL, and thereafter neither LMC Animal Planet nor any of its Affiliates (as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this AgreementSecond Effective Time.

The Mergers. (a) At the Closing Effective Time, Merger I shall be effected pursuant to which Merger Sub I will be merged with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Sub I shall cease, and the Company shall be the surviving corporation (as defined in Section 2.04(athe “Initial Surviving Entity”). (b) below)Immediately following the Effective Time and at the Subsequent Effective Time, (i) IDT Sub 1 Merger II shall be effected pursuant to which the Initial Surviving Entity shall be merged with and into Liberty N2P (“Merger 1”), (ii) IDT Sub 2 shall be merged with and into Liberty N2P II (“Merger 2”) and (iii) IDT Sub 3 shall be merged with and into Liberty N2P III (“Merger 3,” and each, a “Merger,” and collectively, the “Mergers”), in each case in accordance with Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) and in accordance with the terms DGCL and conditions hereofthe DLLCA, whereupon the separate existence of each IDT Subsidiary the Initial Surviving Entity shall cease in accordance with the DGCLcease, and (A) Liberty N2P shall be the surviving entity of Merger 1 (“Surviving Entity 1”), (B) Liberty N2P Sub II shall be the surviving entity of Merger 2 company (the “Surviving Entity 2Entity”) and a wholly-owned Subsidiary of Parent. (Cc) Liberty N2P III Subject to the provisions of ‎Article 9, the closing of the Mergers (the “Closing”) shall take place in New York City at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 as soon as possible, but in any event no later than two (2) Business Days after the date the conditions set forth in ‎Article 9 (other than conditions that by their nature are to be satisfied at the surviving entity Closing, but subject to the satisfaction or, to the extent permissible, waiver of Merger 3 those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree (“Surviving Entity 3;” and each, a “Surviving Entity,” and collectivelysuch date of Closing, the “Surviving EntitiesClosing Date”), in each case in accordance with the DGCL. (bd) On At the Closing Date (as defined in Section 2.04(a) below)Closing, each Seller Subsidiary the Company and Merger Sub I shall file a certificate of merger with the Delaware Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with Merger I, and the Initial Surviving Entity and Merger to which it is Sub II shall file a partycertificate of merger with the Delaware Secretary of State and make all other filings or recordings required by the DGCL and the DLLCA in connection with Merger II. Each Merger I shall become effective at such time (the “Effective Time”) as the corresponding certificate of merger with respect to Merger I is duly filed with the Delaware Secretary of State of Delaware (or at such later time as is may be specified in such certificate of merger). Merger II shall become effective immediately following the Effective Time at such time (the “Subsequent Effective Time”) as the certificate of merger with respect to Merger II is duly filed with the Delaware Secretary of State (or at such later time as may be agreed to by the parties and specified in such certificate of merger). (ce) From and after the Effective Time of each MergerTime, and until the Subsequent Effective Time, the Initial Surviving Entity of such Merger shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Seller Subsidiary party to such Company and Merger and the IDT Subsidiary party to such MergerSub I, all as provided under the DGCL. From and after the Subsequent Effective Time, the Surviving Entity shall possess all the rights, powers, privileges and thereafter neither LMC Animal Planet nor any franchises and be subject to all of its Affiliates (the obligations, liabilities, restrictions and disabilities of the Initial Surviving Entity and Merger Sub II, all as defined in Section 7.01 below) shall have any right, obligation or liability with respect to any Seller Subsidiary other than as expressly set forth in this Agreementprovided under the DGCL and the DLLCA.