Common use of Certain Effects of the Merger Clause in Contracts

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company Act, (b) Newco will cease to exist as a separate legal entity, (c) the Company will be the Surviving Company and, as such, will, all with the effect provided by the Limited Liability Company Act, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Maryland, (d) the Charter Documents of the Company then in effect will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization or (ii) [their terms, in the case of the regulations)] Charter Documents of the Surviving Company, (e) the initial managers of the Surviving Company will be the Persons named in Schedule 2.03, who will hold the position of managers of the Surviving Company subject to the provisions of the applicable laws of the State of Maryland and the Charter Documents of the Surviving Company, and (f) the officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of the Persons so designated in Schedule 2.03 will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Company, until his or her successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company ActMGCL, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (d) the Company will be the Surviving Company Corporation and, as such, will, all with the effect provided by the Limited Liability Company ActMGCL, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Maryland, (de) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization incorporation or (ii) [their terms, in the case of the regulations)] bylaws) the Charter Documents of the Surviving CompanyCorporation, (ef) the initial managers board of directors of the Surviving Company Corporation will be the Persons named in Schedule 2.03, who and those Persons will hold the position office of managers director of the Surviving Company Corporation subject to the provisions of the applicable laws of the State of Maryland and the Charter Documents of the Surviving CompanyCorporation, and (fg) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of the those Persons so designated in Schedule 2.03 will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving CompanyCorporation, until his or her that Person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company ActDGCL, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (d) the Company will be the Surviving Company Corporation and, as such, will, all with the effect provided by the Limited Liability Company ActDGCL, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of MarylandDelaware, (de) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization incorporation or (ii) [their terms, in the case of the regulations)] bylaws) the Charter Documents of the Surviving CompanyCorporation, (ef) the initial managers board of directors of the Surviving Company Corporation will be the Persons named in Schedule 2.03, who and those Persons will hold the position office of managers director of the Surviving Company Corporation subject to the provisions of the applicable laws of the State of Maryland Delaware and the Charter Documents of the Surviving CompanyCorporation, and (fg) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of the those Persons so designated in Schedule 2.03 will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving CompanyCorporation, until his or her that Person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, : (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company Act, GBCC and the laws of the Organization State of the Company; (b) Newco will cease to exist as a separate legal entity, ; (c) the articles of incorporation of the Company will be remain the articles of incorporation of the Surviving Company andCorporation; (d) the Company, as suchthe Surviving Corporation, will, all with the effect provided by the Limited Liability Company Act, will (i) possess all of the properties properties, rights, privileges, immunities, franchises and rightspowers, and be subject to all the restrictions restrictions, duties, liabilities, debts and dutiesobligations, of the Company and Newco Newco, and (ii) be governed by the laws of the Organization State of Maryland, the Company; (de) the Charter Documents of the Company then in effect will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization law or (ii) [their terms), in the case of the regulations)] Charter Documents of the Surviving Company, Corporation; (ef) the initial managers board of directors of the Surviving Company Corporation will be consist of the Persons persons named in Schedule 2.03Annex 3, who each of whom will hold the position office of managers director of the Surviving Company Corporation subject to the provisions of the applicable laws of the Organization State of Maryland the Company and other applicable laws and the Charter Documents of the Surviving Company, and Corporation; and (fg) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03Annex 3, and each of the Persons so designated in Schedule 2.03 whom will serve in each office specified for that Person in Schedule 2.03such office, subject to the provisions of the laws of the Organization State of the Company and other applicable laws and the Charter Documents of the Surviving CompanyCorporation, until his or her that person's successor is duly elected to, and, if necessary, qualified for, that office.

Certain Effects of the Merger. At and as of the Effective ----------------------------- Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Limited Liability Company Business Corporation Act, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (d) the Company will be the Surviving Company Corporation and, as such, will, all with the effect provided by the Limited Liability Company Business Corporation Act, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of MarylandDelaware, (de) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of organization incorporation or (ii) [their terms, in the case of the regulations)] bylaws) the Charter Documents of the Surviving CompanyCorporation, (ef) the initial managers board of directors of the Surviving Company Corporation will be the Persons named in Schedule 2.03, who and those Persons will hold the position office of managers director of the Surviving Company Corporation subject to the provisions of the applicable laws of the State of Maryland Delaware and the Charter Documents of the Surviving CompanyCorporation, and (fg) the initial officers of the Surviving Corporation immediately following the Merger will be as set forth in Schedule 2.03, and each of the those Persons so designated in Schedule 2.03 will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving CompanyCorporation, until his or her that Person's successor is duly elected to, and, if necessary, qualified for, that office.