Common use of Effect of the Mergers Clause in Contracts

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLC, which shall include the assumption by the Surviving LLC of any and all agreements, covenants, duties and obligations of Merger Sub II and the Surviving Corporation set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving CorporationCompany, which shall include the assumption by the Surviving Corporation Company of any and all agreements, covenants, duties and obligations of Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II Acquiror and the Surviving Corporation Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLCEntity, which shall include the assumption by the Surviving LLC Entity of any and all agreements, covenants, duties and obligations of Merger Sub II the Surviving Entity and the Surviving Corporation Company set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub I and the Company (or after the Reorganization, Newco) shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub I and the Company (or after the Reorganization, Newco) set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLCEntity, which shall include the assumption by the Surviving LLC Entity of any and all agreements, covenants, duties and obligations of Merger Sub II Surviving Entity and the Surviving Corporation set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, in the First Certificate of Merger and in the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Initial Surviving CorporationCompany, which shall include the assumption by the Initial Surviving Corporation Company of any and all agreements, covenants, duties and obligations of Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, in the Second Certificate of Merger and in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II Acquiror and the Initial Surviving Corporation Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Ultimate Surviving LLCCorporation, which shall include the assumption by the Ultimate Surviving LLC Corporation of any and all agreements, covenants, duties and obligations of Merger Sub II the Ultimate Surviving Corporation and the Initial Surviving Corporation Company set forth in this Agreement to be performed after the Second Effective Time. (c) The provisions of this Agreement relating exclusively to the First Merger and exclusively to the Second Merger, respectively, constitute separate respective agreements and plans of merger for purposes of the DCCL and the DLLCA.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLCEntity, which shall include the assumption by the Surviving LLC Entity of any and all agreements, covenants, duties and obligations of the Second Merger Sub II and the Surviving Corporation set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company Parent shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the First Surviving Corporation, which shall include the assumption by the First Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub I and the Company Parent set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II the Company and the Surviving Corporation Parent shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Second Surviving LLCCorporation, which shall include the assumption by the Second Surviving LLC Corporation of any and all agreements, covenants, duties and obligations of Merger Sub II the Company and the Surviving Corporation Parent set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall will be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub I and the Company shall will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall will include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall will be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub II and the Surviving Corporation shall will become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLCEntity, which shall will include the assumption by the Surviving LLC Entity of any and all agreements, covenants, duties and obligations of Merger Sub II Surviving Entity and the Surviving Corporation set forth in this Agreement to be performed after the Second Effective Time.

Effect of the Mergers. (a) At the First relevant Effective Time, the effect of the First Merger Mergers shall be as provided in this Agreement, the CVR Agreement, the Certificates of Merger, the Second Merger Plan of Merger, the First Certificate Merger Plan of Merger and the applicable provisions of the DGCLCayman Companies Act and the Luxembourg Companies Act, as applicable (the “Transactions”). Without limiting the generality of the foregoing, and subject thereto, at each applicable Effective Time by virtue of the First Effective Timerelevant Mergers and the applicable provisions of the Cayman Companies Act and Luxembourg Companies Act (as applicable) and without any action on the part of any Party or the holders of securities of Purchaser or the Company, all the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of of: (a) Cayman Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of Purchaser as the Surviving Corporationsurviving company, which shall include the assumption by the Surviving Corporation Purchaser of any and all agreements, covenants, duties and obligations of Cayman Merger Sub I and the Company set forth in this Agreement to be performed after the First Merger Effective Time.Time and Purchaser shall become a wholly-owned subsidiary of Holdco; and (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of Lux Merger Sub II and shall be transferred, by operation of Law, to the Surviving Corporation shall become Company as the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving LLCsurviving corporation, which shall include the assumption by the Surviving LLC Company of any and all agreements, covenants, duties and obligations of Lux Merger Sub II and the Surviving Corporation set forth in this Agreement to be performed after the Second Merger Effective Time, and on consummation of the Company Capital Reduction, the Company shall become a wholly-owned Subsidiary of Holdco.

Effect of the Mergers. (a) At the First Merger Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate Plan of Merger and the applicable provisions of the DGCLCayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of Merger Sub I SPAC and the Company PubCo shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of the First Surviving CorporationCompany (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the First Surviving Corporation Company of any and all agreements, covenants, duties and obligations of Merger Sub I SPAC and the Company PubCo set forth in this Agreement to be performed after the First Merger Effective Time. (b) At the Second Merger Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate Plan of Merger and the applicable provisions of the DGCL and the DLLCACayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of the Company and Merger Sub II and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, duties and obligations of the Second Surviving LLCCompany, which shall include the assumption by the Second Surviving LLC Company of any and all agreements, covenants, duties and obligations of the Company and Merger Sub II and the Surviving Corporation set forth in this Agreement to be performed after the Second Merger Effective Time.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCLDLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub I and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the First Surviving CorporationLLC, which shall include the assumption by the First Surviving Corporation LLC of any and all agreements, covenants, duties and obligations of First Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub II and the First Surviving Corporation LLC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Second Surviving LLC, which shall include the assumption by the Second Surviving LLC of any and all agreements, covenants, duties and obligations of Merger Sub II Second Surviving LLC and the First Surviving Corporation LLC set forth in this Agreement to be performed after the Second Effective Time.