Common use of CELERITY MERGER Clause in Contracts

CELERITY MERGER. Assuming that all conditions as may be set forth in the underwriting agreement in respect to the Holdings IPO have been satisfied (other than the condition set forth in this Section 3.3), then immediately prior to closing of the Holdings IPO, Celerity shall merge with and into KGI, with KGI as the surviving entity (it being understood that at any time following the execution of this Agreement but prior to the closing of the Holding IPO Chempure shall merge with and into Celerity, with Celerity as the surviving entity). Immediately thereafter, KGI shall merge with and into Holdings, with Holdings as the surviving entity. (The merger transactions referred to in the foregoing two sentences shall be referred to hereinafter as the "Celerity Merger.") Upon consummation of the Celerity Merger, all remaining debt obligations of KGI shall be assigned to and assumed by Holdings by operation of law and Holdings shall become the "Borrower" of such obligations.