Common use of The Second Merger Clause in Contracts

The Second Merger. Upon the terms and subject to the conditions of this Agreement, at the Second Merger Effective Time, pursuant to the provisions of the DGCL and the Act, the Initial Surviving Entity shall be merged with and into Merger Sub 2, and the separate corporate existence of the Initial Surviving Entity shall thereupon cease in accordance with the provisions of the DGCL and the Act. Merger Sub 2 shall be the surviving entity in the Second Merger and shall continue to exist as a wholly owned Subsidiary of Parent (the “Surviving Entity”). The Second Merger shall have the effects specified in the DGCL and the Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Initial Surviving Entity and Merger Sub 2 shall vest in the Surviving Entity, and all debts, liabilities and duties of the Initial Surviving Entity and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving Entity.

The Second Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement and in accordance with the DGCL and the Limited Liability Company Act of this Agreementthe State of Delaware (the “LLC Act”), at the Second Merger Effective Time, pursuant to the provisions of the DGCL and the Act, the Initial Surviving Entity Corporation shall be merged with and into Merger Sub 22 and the separate corporate existence of the Surviving Corporation shall thereupon cease. Merger Sub 2 shall be the surviving company in the Second Merger (the “Surviving Company”), and the separate corporate existence of the Initial Surviving Entity Company with all of its rights, privileges, immunities, powers and franchises shall thereupon cease in accordance with the provisions of the DGCL and the Act. Merger Sub 2 shall be the surviving entity in continue unaffected by the Second Merger and shall continue to exist Merger, except as a wholly owned Subsidiary of Parent (the “Surviving Entity”)set forth in Article II. The Second Merger shall have the effects specified in this Agreement and by the DGCL and the LLC Act. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Second Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Initial Surviving Entity Corporation and Merger Sub 2 shall vest in the Surviving Entity, Company and all debts, liabilities and duties of the Initial Surviving Entity Corporation and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving EntityCompany.