Common use of Forward Merger Clause in Contracts

Forward Merger. (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DLLCA, as soon as reasonably practicable after the Xtribe Merger Effective Time, the Interim Surviving Company shall merge with and into Merger Sub II pursuant to the Forward Merger. As a result of the Forward Merger, the separate existence of the Interim Surviving Company shall cease and Merger Sub II shall continue as the Surviving Company of the Forward Merger. (b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Parties shall cause a certificate of merger relating to the Forward Merger, in a form reasonably satisfactory to the Company and WinVest (the “Forward Merger Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The Forward Merger shall become effective on the date and time at which the Forward Merger Certificate of M▇▇▇▇▇ is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by the Company and WinVest by virtue of the Forward Merger, the amended and restated certificate of formation and limited liability company agreement of Merger Sub II set forth on Exhibit G-1 and Exhibit G-2, respectively, shall be adopted as the certificate of formation and limited liability company agreement of the Surviving Company, until thereafter amended in accordance with its terms as provided therein and by the DLLCA. (c) At the Forward Merger Effective Time, the Persons serving as the officers of the Interim Surviving Company immediately prior to the Forward Merger Effective Time shall be the officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company from and after the Forward Merger Effective Time until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal in accordance with the Governing Documents of the Surviving Company, or as otherwise provided by the DLLCA. (d) At the Forward Merger Effective Time, by virtue of the Forward Merger and without any action on the part of any Party or any other Person, each unit of limited liability company interest of the Interim Surviving Company shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto. (e) At the Forward Merger Effective Time, by virtue of the Forward Merger and without any action on the part of any Party or any other Person, each unit of limited liability company interest of Merger Sub II issued and outstanding immediately prior to the Forward Merger Effective Time shall be automatically canceled and extinguished and converted into one unit of limited liability company interests of the Surviving Company.