Common use of The Transactions Clause in Contracts

The Transactions. (i) Immediately prior to the consummation of the Sub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the General Corporation Law of Delaware ("DELAWARE LAW"), whereupon the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto. (A) The certificate of incorporation of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Time, which shall occur immediately prior to the Closing: (i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the Wisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon the separate existence of Merger Sub One shall cease, and Insilco Sub One shall be the surviving corporation (the "SUB ONE SURVIVING CORPORATION"); (ii) Insilco Sub Two shall be merged (the "SUB TWO MERGER") with and into Merger Sub Two in accordance with Delaware Law, whereupon the separate existence of Insilco Sub Two shall cease, and Merger Sub Two shall be the surviving corporation (the "SUB TWO SURVIVING CORPORATION"); (iii) Merger Sub Three shall be merged with and into Insilco Sub Three in accordance with Delaware Law, whereupon the separate existence of Merger Sub Three shall cease, and Insilco Sub Three shall be the surviving corporation (the "SUB THREE MERGER" and, together with the Sub One Merger and the Sub Two Merger, the "MERGERS"); and (c) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME"). (d) From and after the Effective Time: (i) pursuant to the Sub One Merger, the Sub One Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub One and Merger Sub One, all as provided under Wisconsin Law; (ii) pursuant to the Sub Two Merger, the Sub Two Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware Law.

The Transactions. (ia) Immediately prior Upon the terms and subject to the consummation conditions of the Sub Three Merger (referred to below)this Agreement, TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the provisions of the General Corporation Law of the State of Delaware ("DELAWARE LAW"the “DGCL”), whereupon the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto. (A) The certificate of incorporation of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the First Effective Time, which shall occur immediately prior to the Closing: (i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with OfficeMax (the Wisconsin Business Corporation Law ("WISCONSIN LAW"), whereupon “First Merger”) and the separate corporate existence of Merger Sub One shall cease, and Insilco Sub One OfficeMax shall be the surviving corporation in the First Merger (“OfficeMax Surviving Corporation”) and shall become a wholly owned subsidiary of Mapleby Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the "SUB ONE SURVIVING CORPORATION"“DLLCA”);, at the Conversion Effective Time, OfficeMax Surviving Corporation shall be converted into a Delaware limited liability company (“OfficeMax Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (iic) Insilco Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Second Effective Time, Merger Sub Two shall be merged (the "SUB TWO MERGER") with and into Merger Sub Two in accordance with Delaware Law, whereupon Mapleby Holdco (the “Second Merger”) and the separate corporate existence of Insilco Merger Sub Two shall cease, and Merger Sub Two Mapleby Holdco shall be the surviving corporation in the Second Merger (the "SUB TWO SURVIVING CORPORATION");“Mapleby Holdco Surviving Corporation”) and shall become a wholly owned subsidiary of Office Depot. (iiid) Merger Sub Three Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, Mapleby Holdco Surviving Corporation shall be merged with and into Insilco Sub Three in accordance with Delaware Law, whereupon the separate existence of Merger Sub Three (the “Third Merger” and, together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Mapleby Holdco Surviving Corporation shall cease, and Insilco Merger Sub Three shall be the surviving corporation limited liability company in the Third Merger (the "SUB THREE MERGER" and, together with the Sub One Merger “OfficeMax Surviving LLC”) and the Sub Two Merger, the "MERGERS"); and (c) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver shall be a wholly owned subsidiary of all conditions to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME")Office Depot. (d) From and after the Effective Time: (i) pursuant to the Sub One Merger, the Sub One Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub One and Merger Sub One, all as provided under Wisconsin Law; (ii) pursuant to the Sub Two Merger, the Sub Two Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware Law.

The Transactions. (ia) Immediately prior Upon the terms and subject to the consummation conditions of the Sub Three Merger (referred to below)this Agreement, TCDI shall be merged (the "GREAT LAKE MERGER") with and into Insilco Sub Three in accordance with the provisions of the General Corporation Law of the State of Delaware ("DELAWARE LAW"the “DGCL”), whereupon at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company (the “First Merger”) and the separate corporate existence of TCDI Merger Sub 1 shall cease, and Insilco Sub Three the Company shall be the surviving corporation in the First Merger (“Verona Surviving Company”) and shall become a wholly owned subsidiary of Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the "GREAT LAKE SURVIVING CORPORATION"“DLLCA”); (ii) Pursuant to , at the Great Lake MergerConversion Effective Time, the Great Lake Verona Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time Company shall be converted into and become one share of common stock a Delaware limited liability company (“Verona Converted LLC”) in accordance with Section 266 of the Great Lake Surviving Corporation with the same rights, powers DGCL and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock Section 18-214 of the Great Lake Surviving Corporation; and DLLCA (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto“LLC Conversion”). (Ac) The certificate of incorporation of Insilco Sub Three Upon the terms and subject to the conditions set forth in effect at the effective time of the Great Lake Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporationthis Agreement, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Time, which shall occur immediately prior to the Closing: (i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the Wisconsin Business Corporation Law DGCL, at the Closing Effective Time, Merger Sub 2 shall be merged with and into Holdco ("WISCONSIN LAW"), whereupon the “Second Merger”) and the separate corporate existence of Merger Sub One 2 shall cease, and Insilco Sub One Holdco shall be the surviving corporation in the Second Merger (the "SUB ONE SURVIVING CORPORATION");“Holdco Surviving Company”) and shall become a wholly owned subsidiary of Parent. (iid) Insilco Sub Two Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Last Effective Time, Holdco Surviving Company shall be merged (the "SUB TWO MERGER") with and into Merger Sub Two in accordance 3 (the “Third Merger” and, together with Delaware Lawthe First Merger, whereupon the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Insilco Sub Two Holdco Surviving Company shall cease, and Merger Sub Two 3 shall be the surviving corporation limited liability company in the Third Merger (the "SUB TWO SURVIVING CORPORATION"); (iii“Verona Surviving LLC”) Merger Sub Three and shall be merged with and into Insilco Sub Three in accordance with Delaware Law, whereupon the separate existence a wholly owned subsidiary of Merger Sub Three shall cease, and Insilco Sub Three shall be the surviving corporation (the "SUB THREE MERGER" and, together with the Sub One Merger and the Sub Two Merger, the "MERGERS"); and (c) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME")Parent. (d) From and after the Effective Time: (i) pursuant to the Sub One Merger, the Sub One Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub One and Merger Sub One, all as provided under Wisconsin Law; (ii) pursuant to the Sub Two Merger, the Sub Two Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware Law.

The Transactions. (ia) Immediately prior Upon the terms and subject to the consummation of the Sub Three Merger (referred to below), TCDI shall be merged (the "GREAT LAKE MERGER") with conditions set forth in this Article II and into Insilco Sub Three in accordance with the General Corporation Law of Delaware ("DELAWARE LAW")Cayman Companies Act, whereupon on the separate existence of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION"); (ii) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware Law; (iii) Pursuant to the Great Lake Merger: (A) each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake SPAC Merger shall be canceled, and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Great Lake Surviving Corporation; and (C) each TCDI share outstanding immediately prior to the Effective Time shall be cancelled and no payment shall be made with respect thereto. (A) The certificate of incorporation of Insilco Sub Three in effect Date at the effective time of the Great Lake SPAC Merger shall be the certificate of incorporation of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (B) The bylaws of Insilco Sub Three in effect at the effective time of the Great Lake Merger shall be the bylaws of the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporation, and the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Time, which shall occur immediately prior to SPAC, being a constituent party for the Closing: (i) Merger Sub One shall be merged (purpose of the "SUB ONE MERGER") with and into Insilco Sub One in accordance with the Wisconsin Business Corporation Law ("WISCONSIN LAW")Cayman Companies Act, whereupon the separate existence of Merger Sub One shall cease, and Insilco Sub One shall be the surviving corporation (the "SUB ONE SURVIVING CORPORATION"); (ii) Insilco Sub Two shall be merged (the "SUB TWO MERGER") with and into Merger Sub Two in accordance with Delaware Law, whereupon the separate existence of Insilco Sub Two shall cease, and Merger Sub Two shall be the surviving corporation (the "SUB TWO SURVIVING CORPORATION"); (iii) Merger Sub Three shall be merged with and into Insilco Sub Three in accordance with Delaware LawCayman Merger Sub, whereupon being a constituent party for the purpose of the Cayman Companies Act. As a result of and following the SPAC Merger, (i) the separate corporate existence of Merger Sub Three SPAC shall cease, (ii) Cayman Merger Sub shall continue as the surviving company (for the purposes of the Cayman Companies Act) of the SPAC Merger as a wholly owned Subsidiary of Holdings (provided that references to SPAC or Cayman Merger Sub herein for periods after the SPAC Merger Effective Time shall include the SPAC Surviving Company), and Insilco (iii) Cayman Merger Sub Three shall become the sole owner of all of the issued and outstanding BVI Merger Sub Common Shares. (b) Upon the terms and subject to the conditions set forth in this Article II, on the SPAC Merger Date at the SPAC Merger Effective Time and concurrently with the consummation of the SPAC Merger, Holdings shall redeem each Holdings Common Share issued and outstanding immediately prior to the SPAC Merger (all of which are and shall be at the surviving corporation SPAC Merger Effective Time directly held by the Company) for par value. The Company, by execution of this Agreement, provides its written consent to such redemption for the purposes of the BVI Companies Act (the "SUB THREE MERGER" and, together with the Sub One Merger and the Sub Two Merger, the "MERGERS"“Company Redemption Consent”); and. (c) As soon as practicable after satisfaction or, Upon the terms and subject to the extent permitted hereunderconditions set forth in this Article II and in Article VIII, waiver of all conditions following the SPAC Merger Date, on or prior to the Mergers: (i) Insilco Sub One Closing Date and 10 prior to the Company Merger Effective Time, Cayman Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin shall distribute, transfer, convey, assign and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect deliver to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of DelawareHoldings, as the case may besole shareholder of Cayman Merger Sub, or at such later time as is specified in each and Holdings shall accept and acquire, all of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME")BVI Merger Sub Common Shares. (d) From Upon the terms and after subject to the conditions set forth in this Article II and in Article VIII and the Company Transaction Support Agreement on the Closing Date and concurrently with the consummation of the Company Merger at the Company Merger Effective Time: (i) pursuant the Company Convertible Notes, other than any Company Exchangeable Notes, shall convert into the right to receive Holdings Common Shares A as if such Company Convertible Notes had first converted into Company Common Shares A in connection with a “SPAC Transaction” as defined in and in accordance with Section 2.3 of the terms of such Company Convertible Notes immediately prior to the Sub One MergerCompany Merger Effective Time (the hypothetical conversion of such Company Convertible Notes into Company Common Shares A, the Sub One Surviving Corporation shall possess all “Hypothetical Convertible Note Conversion”) and immediately thereafter each such Company Common Share A was canceled, extinguished and converted into the rights, privileges, powers and franchises and be subject right to all receive a number of Holdings Common Shares A equal to the restrictions, disabilities and duties of Insilco Sub One and Merger Sub One, all as provided under Wisconsin Law;Exchange Ratio; and (ii) each Company Exchangeable Note shall be exchanged for the number of Holdings Common Shares A issuable in exchange therefor in connection with a “De-SPAC Completion Exchange” as defined in and in accordance with the terms of such Company Exchangeable Note (the conversion or exchange of such Company Convertible Notes directly into Holdings Common Shares A pursuant to this Section 2.01(d), the Sub Two “Convertible Note Conversion”). As a result of the Convertible Note Conversion and in accordance with the terms of the Company Convertible Notes and the Company Transaction Support Agreement, the Company Convertible Notes shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each former holder of Company Convertible Notes shall thereafter cease to have any rights with respect to such Company Convertible Notes (including any rights to acquire Company Shares upon conversion or exchange thereof). (e) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and in accordance with the Subscription Agreements, on the Closing Date and prior to or substantially concurrent with the consummation of the Company Merger and the Company Merger Effective Time, Holdings will consummate the Private Placements. (f) Upon the terms and subject to the conditions set forth in this Article II and in Article VIII and in accordance with the BVI Companies Act, on the Closing Date at the Company Merger Effective Time, BVI Merger Sub, being a constituent party for the purpose of the BVI Companies Act, shall be merged with and into the Company, being a constituent party for the purpose of the BVI Companies Act. As a result of the Company Merger, the separate corporate existence of BVI Merger Sub Two shall cease, and the Company shall continue as the surviving company (for the purposes of the BVI Companies Act) of the Company Merger as a wholly owned Subsidiary of Holdings (provided that references to the Company or BVI Merger Sub herein for periods after the Company Merger Effective Time shall include the Company Surviving Corporation shall possess all Company). (g) Upon the rights, privileges, powers terms and franchises and be subject to all of the restrictionsconditions set forth in this Article II and in Article VIII, disabilities and duties of Insilco Sub Two and on the Closing Date at the Company Merger Sub TwoEffective Time, all as provided under Delaware Law; andin accordance with the Holdings A&R Articles, each Holdings Common Share B that is outstanding immediately prior to the Company Merger Effective Time shall be converted, on a one-for-one basis, into one Holdings Common Share A. (iiih) pursuant At or prior to the Sub Three MergerSPAC Merger Effective Time and the Company Merger Effective Time (as applicable), the Sub Three Surviving corporation parties hereto and their respective boards, as applicable, shall possess all adopt any resolutions and take any similar actions that are necessary to effectuate the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware LawTransactions.

The Transactions. (i) Immediately prior The Company agrees that it shall, as soon as reasonably practical, apply to the consummation Supreme Court of the Sub Three Merger (referred to below), TCDI shall be merged British Columbia (the "GREAT LAKE MERGERCourt") with pursuant to Section 252 of the BC Company Act for an interim order in form and into Insilco substance reasonably satisfactory to both the Company and Cubist (the "Interim Order") providing for, among other things, the calling and holding of a special meeting of the Shareholders, and of holders of Company Options, Company Warrants and Company Convertible Debentures (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving Cubist, Acquisition Sub Three and the Company, substantially in accordance with the General Corporation Law form attached hereto as EXHIBIT A (the "Arrangement" or "Plan of Delaware ("DELAWARE LAWArrangement"), whereupon the separate existence principal terms of TCDI shall cease, and Insilco Sub Three shall be the surviving corporation (the "GREAT LAKE SURVIVING CORPORATION");which include: (iia) Pursuant to the Great Lake Merger, the Great Lake Surviving Corporation shall possess all description and authorization of a class of shares of Acquisition Sub that will have the rights, privilegesprivileges and restrictions, powers and franchises and be subject to all the conditions, set forth in APPENDIX A to the Plan of the restrictions, disabilities and duties of TCDI and Insilco Sub Three, all as provided under Delaware LawArrangement; (iiib) Pursuant to the Great Lake Merger: (A) an exchange of shares whereby each TCDI share held by TCDI as treasury stock or owned by Insilco Sub Three or any subsidiary of Insilco Sub Three immediately prior to the effective time of the Great Lake Merger shall be canceled, Company Share issued and no payment shall be made with respect thereto; (B) each Insilco Sub Three Share outstanding immediately prior to the Effective Time (excluding shares held by Shareholders who perfect their statutory dissenters' rights as provided in Article 3 of the Plan of Arrangement) shall, automatically and without any further action on the part of the Shareholders, be deemed to be transferred at the Effective Time to the Acquisition Sub in exchange for (i) that number of Exchangeable Shares of Acquisition Sub as shall be converted into and become one share equal to the Exchange Ratio or (ii) that number of common stock of the Great Lake Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock Cubist Common Stock as shall be equal to the Exchange Ratio, whichever of (i) or (ii) shall be elected by the Great Lake Surviving Corporation; and holder of such Company Share prior to the Company Shareholder Meeting, whereupon (C) each TCDI share after giving effect to the transfer at the Effective Time of all Company Shares issued and outstanding immediately prior to the Effective Time Time) the Company shall be cancelled and no payment shall be made with respect thereto.become a wholly owned subsidiary of Acquisition Sub; (Ac) The certificate the assumption by Cubist of incorporation each Company Option outstanding at the Effective Time (and any related stock option plan) (excluding those held by dissenters who perfect their rights of Insilco Sub Three dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Option into an option (each, a "Replacement Option") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Option by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Option (I) to have an exercise price per share equal to quotient obtained by dividing (1) the exercise price per share in effect at the effective time Effective Time of the Great Lake Merger shall be Company Option of which such Replacement Option is a replacement, by (2) the certificate of incorporation of Exchange Ratio (and rounding the Great Lake Surviving Corporation until amended result up to the nearest whole cent), and (II) to have the same vesting, expiration and other terms as such Company Option, all in accordance with Delaware law.the terms of the stock option plan and stock option agreement governing such Company Option (PROVIDED that in the event that a holder holds more than one Company Option, all of such Company Options, as well as the total number of Company Shares subject to all of such Company Options, shall be aggregated for purposes of implementing the assumption and conversion provisions of this Section 1.1(c)); (Bd) The bylaws the assumption by Cubist of Insilco Sub Three each Company Warrant outstanding at the Effective Time (excluding those held by dissenters who perfect their rights of dissent in accordance with Article 3 of the Plan of Arrangement) and the conversion of each such Company Warrant into a warrant (each, a "Replacement Warrant") to purchase a number of shares of Cubist Common Stock determined by multiplying the number of Company Shares subject to such Company Warrant by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Warrant (I) to have an exercise price per share equal to quotient obtained by dividing (1) the exercise price per share in effect at the effective time Effective Time of the Great Lake Merger shall be Company Warrant of which such Replacement Warrant is a replacement, by (2) the bylaws of Exchange Ratio (and rounding the Great Lake Surviving Corporation until amended in accordance with Delaware law. (C) The directors of TCDI at result up to the effective time of the Great Lake Merger shall be the directors of the Great Lake Surviving Corporationnearest whole cent), and (II) to have the officers of TCDI at the effective time of the Great Lake Merger shall be the officers of the Great Lake Surviving Corporation; (b) At the Effective Timesame expiration and other terms as such Company Warrant, which shall occur immediately prior to the Closing: (i) Merger Sub One shall be merged (the "SUB ONE MERGER") with and into Insilco Sub One all in accordance with the Wisconsin Business Corporation Law terms of the warrant instrument or warrant agreement governing such Company Warrant ("WISCONSIN LAW")PROVIDED that in the event that a holder holds more than one Company Warrant, whereupon all of such Company Warrants, as well as the separate existence total number of Merger Sub One shall ceaseCompany Shares subject to all of such Company Warrants, and Insilco Sub One shall be aggregated for purposes of implementing the surviving corporation (the "SUB ONE SURVIVING CORPORATION"assumption and conversion provisions of this Section 1.1(d)); (iie) Insilco Sub Two shall be merged the assumption by Cubist of each Company Convertible Debenture outstanding at the Effective Time (the "SUB TWO MERGER") with and into Merger Sub Two excluding those held by dissenters who perfect their rights of dissent in accordance with Delaware LawArticle 3 of the Plan of Arrangement) and the conversion of each such Company Convertible Debenture into a debenture (each, whereupon a "Replacement Convertible Debenture") convertible into a number of shares of Cubist Common Stock determined by multiplying the separate existence number of Insilco Sub Two shall ceaseCompany Shares into which such Company Convertible Debenture is convertible by the Exchange Ratio (and rounding the result down to the nearest whole share), each such Replacement Convertible Debenture (I) to have a conversion price per share equal to quotient obtained by dividing (1) the conversion price per share in effect at the Effective Time of the Company Convertible Debenture of which such Replacement Convertible Debenture is a replacement, by (2) the Exchange Ratio (and rounding the result up to the nearest whole cent), and Merger Sub Two shall be (II) to have the surviving corporation (the "SUB TWO SURVIVING CORPORATION"); (iii) Merger Sub Three shall be merged with same expiration and into Insilco Sub Three other terms as such Company Convertible Debenture, all in accordance with Delaware Lawthe terms of the instrument or agreement governing such Company Convertible Debenture (PROVIDED that in the event that a holder holds more than one Company Convertible Debenture, whereupon all of such Company Convertible Debentures, as well as the separate existence total number of Merger Sub Three shall ceaseCompany Shares into which all of such Company Convertible Debentures are convertible, and Insilco Sub Three shall be aggregated for purposes of implementing the surviving corporation (the "SUB THREE MERGER" and, together with the Sub One Merger assumption and the Sub Two Merger, the "MERGERS"conversion provisions of this Section 1.1(e)); and (cf) As soon as practicable after satisfaction or, a cap in the maximum aggregate number of shares of Cubist Common Stock and Exchangeable Shares to the extent permitted hereunder, waiver of be issued in exchange for all conditions Company Shares issued and outstanding immediately prior to the Mergers: (i) Insilco Sub One and 10 Merger Sub One will file a certificate of merger with the Secretary of State of the State of Wisconsin and make all other filings or recordings required by Wisconsin Law in connection with the Merger and (ii) each of Insilco Sub Two and Merger Sub Two and Insilco Sub Three and Merger Sub Three will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Sub Two Merger and the Sub Three Merger. The Mergers shall become effective concurrently at such time as the certificates of merger with respect to each of the Mergers have been duly filed with the Secretary of State of the State of Wisconsin or the State of Delaware, as the case may be, or at such later time as is specified in each of the certificates of merger (as to each such Merger, the "EFFECTIVE TIME"). (d) From and after the Effective Time: (i) , upon exercise of any and all vested and unvested Replacement Options and Replacement Warrants and upon conversion of any and all Replacement Convertible Debentures, equal to the Aggregate Number of Consideration Shares. No adjustment shall be made in the aggregate number of shares of Cubist Common Stock and Exchangeable Shares issued or issuable pursuant to the Sub One MergerPlan of Arrangement as a result of any consideration (in any form whatsoever) received by the Company from the date hereof to the Effective Time as a result of any exercise, the Sub One Surviving Corporation shall possess all the rightsconversion or exchange of Company Options, privileges, powers and franchises and be subject to all Company Warrants or Company Convertible Debentures. The foregoing is only a summary of the restrictionsAcquisition to be effected by the Plan of Arrangement. The terms, disabilities conditions and duties procedures for accomplishing the exchange of Insilco Sub One shares are set forth in the Plan of Arrangement and Merger Sub One, all as provided under Wisconsin Law; (ii) pursuant to the Sub Two Merger, Appendices thereto and the Sub Two Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Two and Merger Sub Two, all as provided under Delaware Law; and (iii) pursuant to the Sub Three Merger, the Sub Three Surviving corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of Insilco Sub Three and Merger Sub Three, all as provided under Delaware Lawforegoing is qualified by reference thereto.