Common use of Second Merger Clause in Contracts

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. 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 and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub Subject to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in of this Agreement and (iii) ensure that neither Merger Sub before in accordance with the Effective Time nor DGCL, immediately after the consummation of the Merger, the Surviving Company shall merge with and into Parent and the separate corporate existence of the Surviving Company shall cease and all outstanding shares of common stock of the Surviving Company shall be cancelled and no consideration shall be exchanged therefor. Parent shall be the surviving company in the Second Merger Sub prior to and shall continue its existence as a corporation under the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or Laws of the transaction contemplated herebyState of Delaware. (bii) Parent shall take all actions necessary to causeThe certificate of incorporation of Parent, following the date of this Agreement but as in effect immediately prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair , shall continue to and in the best interests be Parent’s certificate of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following incorporation after the consummation of the Merger Second Merger, until later amended as provided by Law and such certificate of incorporation. The bylaws of Parent, as in effect immediately prior to the consummation of the Second Merger, shall continue to be Parent’s bylaws after the consummation of the Second Merger, until later amended as provided by Law, the certificate of incorporation of Parent and such bylaws. (iii) Parent and the Surviving Company shall cause a certificate of merger (“Certificate of Second Merger”) to be filed on the terms Closing Date (or on such other date as Parent and conditions set forth the Company may agree in this Agreement, writing) with the Surviving Corporation to be merged Secretary of State of the State of Delaware as provided in the DGCL and shall make all other filings or recordings required by the DGCL in connection with and into the Second Merger. The Second Merger Sub (shall become effective at the time at which the Certificate of Second Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is agreed upon in writing by Parent and the Company and specified in the Certificate of Second Merger, and such time is hereinafter referred to as the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. 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 and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.”

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form The Second Merger Subwill be consummated by the filing of (A) a certificate of merger in customary form with the Secretary of State of the State of Delaware (the “Certificate of Merger”) in accordance with the DGCL, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iiiB) ensure that neither Merger Sub before articles of merger in customary form with the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date Secretary of this Agreement but prior to the consummation State of the Mergers, State of Nevada (the Board “Second Articles of Directors of Second Merger Sub to (iMerger”) determine that in accordance with the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this AgreementNevada Act. Upon such filings, the Surviving Corporation to shall be merged with and into Second Merger Sub (the “Second Effective Time”)2, following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub 2 shall continue as the surviving corporation under the laws of the State of Delaware (the “Second Surviving Entity after Corporation”). The Second Merger shall be effective at such time as the Certificate of Merger and Second Articles of Merger are duly filed with and accepted for record by the Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada, respectively, or such later time as the parties may specify in the Certificate of Merger and the Second Articles of Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the “Second Effective Time shall include the Surviving EntityTime”). . (ii) At the Second Effective Time, the effect by virtue of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, without any further action by any other Person: (A) all the propertyproperties, rights, privileges, agreements, powers and franchises, franchises of the Surviving Corporation and Merger Sub 2 shall vest in the Second Surviving Corporation and all debts, liabilities, obligations and duties of the Surviving Corporation and obligations of Second Merger Sub and Surviving Corporation 2 shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, obligations and duties of the Second Surviving Corporation; (B) (y) the certificate of incorporation of Merger Sub 2, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Second Surviving Corporation as of the Effective Time, except that all references to Merger Sub 2 in the certificate of incorporation shall be changed to refer to “New Birmingham, Inc.”; and obligations (z) the bylaws of Merger Sub 2, as in effect immediately prior to the Effective Time, shall be the bylaws of the Second Surviving Corporation as of the Effective Time, except that all references to Merger Sub 2 in the bylaws shall be changed to refer to “New Birmingham, Inc.”; (C) the directors and officers of Merger Sub 2 at the Effective Time shall be the directors and officers of the Second Surviving Corporation, in each case until successors are duly elected or appointed in accordance with the articles of incorporation and bylaws of the Second Surviving Corporation and the DGCL; (D) each share of common stock of the Surviving EntityCorporation issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, which shall include fully paid and non-assessable share of common stock of the assumption by Second Surviving Corporation; and (E) each share of common stock of Merger Sub 2 issued and outstanding immediately prior to the Surviving Entity of any Effective Time and all agreements, covenants, duties and obligations of Surviving Corporation rights in respect thereof shall forthwith cease to be performed after the Second Effective Timeexist.

Second Merger. (a) As soon as practicable after the Effective Time, Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, cause the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Second Merger Sub (Parent or, at Parent's election, a direct wholly owned subsidiary of Parent, with Parent or such subsidiary being the “Second Effective Time”)surviving corporation of such merger. Notwithstanding the foregoing, following which the separate existence of Parent and the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after not cause the Second Merger to be effected unless Parent and the Company have received, on or prior to the Acceptance Date, an opinion of Gibson Dunn & Crutcher LLP, counsel t▇ ▇▇▇▇n▇, ▇nd ▇▇ ▇▇▇▇▇on of Wilson Sonsini Goodrich and Rosati, P▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, cou▇▇▇▇ ▇o the Company, reasonably satisfactory to Parent and the Company, respectively (the "CLOSING TAX OPINIONS"), that the Offer, the Merger and the Second Merger together will constitute a reorganization under the provisions of Section 368(a) of the Code. The Closing Tax Opinions may rely on customary representations as a directreasonably requested by such counsel and on typical assumptions. Parent, wholly owned subsidiary Acquisition, and the Company agree to provide to such counsel such representations as such counsel reasonably requests in connection with rendering such opinions; provided however, that the opinions set forth in the Closing Tax Opinions shall not be conditioned on any representations or assumptions related to the value of Parent (provided that references Common Stock after the Acceptance Date. It is intended that, absent a change in facts or law subsequent to the Company date hereof that prevents Parent or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective TimeCompany from obtaining such opinions, the effect of the Second Merger shall be as provided in this Agreement, occur and that the Certificate acquisition of Merger with respect the Shares pursuant to the Second Offer, followed by the Merger and the applicable Second Merger, together qualify as a reorganization under the provisions of Delaware law. Without limiting the generality Section 368(a) of the foregoingCode, and subject thereto, at that this Agreement constitute a "plan of reorganization" within the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations meaning of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations section 1.368-2(g) of the Surviving Entityregulations promulgated under the Code. In the event that counsel for the Company is unable to render a Closing Tax Opinion, which the opinion condition of this section 4.19 shall include be deemed satisfied if counsel for Parent renders a Closing Tax Opinion to the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective TimeCompany.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly Immediately following the date of this AgreementFirst Merger, form the Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated will be consummated by this Agreement and to consummate the Mergers on filing of a certificate of merger in customary form with the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date Secretary of this Agreement but prior to the consummation State of the MergersState of Delaware (the “Second Certificate of Merger”) in accordance with the DLLCA. Upon such filings, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent Initial Surviving Company shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Purchaser, the separate existence of the Initial Surviving Company shall cease and Purchaser shall continue as the surviving limited liability company under the laws of the State of Delaware (the “Final Surviving Company”). The Second Merger Sub shall be effective at such time as the Second Certificate of Merger is duly filed with and accepted for record by the Secretary of State of the State of Delaware or such later time as the parties may specify in the Second Certificate of Merger but in any event immediately following the First Merger (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent . (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). ii) At the Second Effective Time, the effect by virtue of the Second Merger shall be as provided in this Agreementand without any further action by any other Person: (A) all the properties, the Certificate of Merger with respect to the Second Merger rights, privileges, powers and the applicable provisions of Delaware law. Without limiting the generality franchises of the foregoingInitial Surviving Company and Purchaser shall vest in the Final Surviving Company and all debts, liabilities, obligations and subject theretoduties of the Initial Surviving Company and Purchaser shall become debts, at liabilities, obligations and duties of the Final Surviving Company; (B) (1) the certificate of formation of Purchaser, as in effect immediately prior to the Second Effective Time, all shall be the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations certificate of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations formation of the Final Surviving Entity, which shall include the assumption by the Surviving Entity Company as of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time, and (2) the limited liability company agreement of Purchaser, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Final Surviving Company as of the Second Effective Time; (C) the managers and officers of Purchaser at the Second Effective Time shall be the managers and officers of the Final Surviving Company, in each case until successors are duly elected or appointed in accordance with the limited liability company agreement of the Final Surviving Company and the DLLCA; (D) each unit of limited liability company interest of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time will be converted into and become one validly issued and fully paid unit of limited liability company interest of the Final Surviving Company; and (E) each unit of limited liability company interest of Purchaser issued and outstanding immediately prior to the Second Effective Time and all rights in respect thereof shall be cancelled and forthwith cease to exist.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly Immediately following the date of this AgreementFirst Merger and the Indebtedness Repayment, form the Second Merger Sub, will be consummated by the filing of a certificate of merger in customary form with the Secretary of State of the State of Delaware (iithe “Second Certificate of Merger”) cause Merger Sub and in accordance with the DLLCA. The Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to shall be effective at such time as the Second Effective Time will conduct Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or such later time as the parties may specify in the Second - 27 - Certificate of Merger but in any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, event as soon as practicable following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second First Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub Indebtedness Repayment (the “Second Effective Time”). Upon the Second Effective Time, following which the Initial Surviving Company shall be merged with and into Purchaser, the separate existence of the Initial Surviving Corporation Company shall cease and Second Merger Sub Purchaser shall continue as the surviving limited liability company under the laws of the State of Delaware (the “Final Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent Company”). (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). ii) At the Second Effective Time, the effect by virtue of the Second Merger shall be as provided in this Agreementand without any further action by any other Person: (A) all the properties, the Certificate of Merger with respect to the Second Merger rights, privileges, powers and the applicable provisions of Delaware law. Without limiting the generality franchises of the foregoingInitial Surviving Company and Purchaser shall vest in the Final Surviving Company and all debts, liabilities, obligations and subject theretoduties of the Initial Surviving Company and Purchaser shall become debts, at liabilities, obligations and duties of the Final Surviving Company; (B) (1) the certificate of formation of Purchaser, as in effect immediately prior to the Second Effective Time, all shall be the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations certificate of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations formation of the Final Surviving Entity, which shall include the assumption by the Surviving Entity Company as of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time, and (2) the limited liability company agreement of Purchaser, as in effect immediately prior to the Second Effective Time, shall be the limited liability company agreement of the Final Surviving Company as of the Second Effective Time; (C) the managers and officers of Purchaser at the Second Effective Time shall be the managers and officers of the Final Surviving Company, in each case until successors are duly elected or appointed in accordance with the limited liability company agreement of the Final Surviving Company and the DLLCA; (D) each unit of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time will be converted into and become one validly issued and fully paid unit of the Final Surviving Company and Parent will continue as the sole member of the Final Surviving Company; and (E) each unit of Purchaser issued and outstanding immediately prior to the Second Effective Time and all rights in respect thereof shall be cancelled and forthwith cease to exist.

Second Merger. (a) Unless the All-Cash Election shall have been made, as soon as practicable after the Effective Time, but not later than 15 days after the Effective Time, Parent shall take all actions necessary to: (i) promptly following adopt and shall cause the date Surviving Corporation to adopt an agreement and plan of this Agreement, form Second Merger Sub, (ii) cause Merger Sub merger and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior reorganization with respect to the Second Merger pursuant to which, not later than 15 days after the Effective Time will conduct any businessTime, incur the Surviving Corporation shall be merged with and into Parent or, at Parent’s election, a wholly owned subsidiary of Parent, with Parent or guarantee any indebtedness or any other liabilities or make any investmentssuch subsidiary being the surviving corporation of the Second Merger. Notwithstanding the foregoing, other than those activities incident Parent and the Surviving Corporation shall not cause the Second Merger to their respective obligations under this Agreement or be effected unless Parent and the transaction contemplated hereby. (b) Parent shall take all actions necessary to causeCompany have received, following the date of this Agreement but prior to the consummation of the MergersSecond Merger, an opinion of ▇▇▇▇▇▇ Godward LLP reasonably satisfactory to Parent (the “Closing Tax Opinion”) that the Offer, the Board of Directors of Merger and the Second Merger Sub together should constitute a reorganization under the provisions of Section 368(a) of the Code. The Closing Tax Opinion may rely on the tax representation letters described in Section 6.14 and on typical assumptions. It is intended that, unless the All-Cash Election shall have been made, and absent a change in facts or law subsequent to the date of this Agreement that prevents Parent from obtaining the Closing Tax Opinion, (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Subshall occur, (ii) approvethe acquisition of shares of Company Common Stock pursuant to the Offer, adopt followed by the Merger and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), together would qualify as a reorganization under the provisions of Section 368(a) of the Code, and (iii) direct that this Agreement (including would constitute a “plan of reorganization” within the Second Mergermeaning of section 1.368-2(g) be submitted for approval and adoption by of the sole stockholder regulations under the Code. In the event that ▇▇▇▇▇▇ Godward LLP is unable to render the Closing Tax Opinion, the condition in this Section 6.15 relating to the delivery of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Closing Tax Opinion to Parent shall take all actions necessary be deemed satisfied if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP renders the Closing Tax Opinion to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. 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 and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective TimeParent.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form The Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated will be consummated by this Agreement and to consummate the Mergers on filing of a certificate of merger in customary form with the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date Secretary of this Agreement but prior to the consummation State of the Mergers, State of Delaware (the Board “Second Certificate of Directors of Second Merger Sub to (iMerger”) determine that in accordance with the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement DGCL and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this AgreementDLLCA. Upon such filing, the Surviving Corporation to shall be merged with and into Second Merger Sub (the “Second Effective Time”)2, following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub 2 shall continue as the Surviving Entity after Company. The Second Merger shall be effective at such time as the Second Merger Certificate of ▇▇▇▇▇▇ is duly filed with and as a direct, wholly owned subsidiary accepted for record by the Secretary of Parent State of the State of Delaware (provided that references to the Company or the Surviving Corporation for periods after the “Second Effective Time shall include the Surviving EntityTime”). . (ii) At the Second Effective Time, the effect by virtue of the Second Merger and without any further action by any other Person: (A) all the properties, rights, privileges, powers and franchises of the Surviving Corporation and Merger Sub 2 shall be as provided vest in this Agreementthe Surviving Company and all debts, liabilities, obligations and duties of the Certificate Surviving Corporation and Merger Sub 2 shall become debts, liabilities, obligations and duties of the Surviving Company; (B) (i) the certificate of formation of Merger with respect Sub 2, as in effect immediately prior to the Second Merger and the applicable provisions of Delaware law. 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 and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations certificate of formation of the Surviving EntityCompany; and (ii) the limited liability company agreement of Merger Sub 2, which as in effect immediately prior to the Second Effective Time, shall include become the assumption by limited liability company agreement of the Surviving Entity Company as of any the Second Effective Time, except that the name of the Surviving Company shall be “Adenza Holdings, LLC”, in each case, until thereafter amended as provided therein or by applicable Law; (C) the officers of Merger Sub 2 at the Second Effective Time shall become the officers of the Surviving Company, in each case until successors are duly elected or appointed in accordance with the articles of formation and all agreementslimited liability company agreement of the Surviving Company and the DLLCA, covenantsor until their earlier death, duties resignation or removal, and obligations the managing member of the Surviving Corporation Company immediately prior to be performed the Second Effective Time shall remain the managing member after the Second Effective TimeTime in accordance with the provisions of the limited liability company agreement of the Surviving Company; (D) each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will be converted into and become one validly issued unit of the Surviving Company; and (E) each unit of Merger Sub 2 issued and outstanding immediately prior to the Second Effective Time and all rights in respect thereof shall forthwith cease to exist.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following Subject to the date terms and conditions of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before immediately following the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any businessand as part of a single, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergersintegrated transaction, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent Company shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Parent pursuant to and with the effect provided in the DGCL and the Georgia Business Corporation Code (the “GBCC”). Parent shall be the Surviving Corporation resulting from the Second Merger Sub and shall continue its corporate existence under the laws of the State of Georgia. Upon consummation of the Second Merger, the separate corporate existence of the Company shall cease. In furtherance of the foregoing, Parent shall cause to be filed with (a) the Secretary of State of the State of Georgia, in accordance with the GBCC, the articles of merger (the “Georgia Certificate of Merger”) relating to the Second Merger and (b) the Secretary of State of the State of Delaware, in accordance with the DGCL, a certificate of merger relating to the Second Merger (the “Second Delaware Certificate of Merger”), and make any other filings, recordings or publications required to be made by the Company or Parent under the DGCL or GBCC in connection with the Second Merger. The Second Merger shall become effective at such time as such certificates are duly filed with the Secretary of State of the State of Delaware and Secretary of State of the State of Georgia or such other time set forth in the Georgia Certificate of Merger and the Second Delaware Certificate of Merger (such time hereinafter referred to as the “Second Effective Time”). (b) At the Second Effective Time, following which the separate existence by virtue of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary without any action on the part of Parent (provided that references to the Company or the First Merger Surviving Corporation, each share of common stock, no par value, of the First Merger Surviving Corporation for periods shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At and after the Second Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Second Effective Time shall include remain an issued and outstanding share of Parent Common Stock and shall not be affected by the Second Merger; it being understood that upon the Second Effective Time, the Parent Common Stock, including the shares issued to former holders of Company Common Stock, shall be the common stock of the Surviving Entity). Corporation. (d) At the Second Effective Time, the articles of incorporation of Parent in effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect immediately prior to the Second Merger and Effective Time shall be the applicable provisions articles of Delaware law. Without limiting the generality incorporation of the foregoing, and subject thereto, at Surviving Corporation until thereafter amended in accordance with applicable law. (e) At the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations bylaws of Parent in effect immediately prior to the Second Merger Sub and Surviving Corporation Effective Time shall become be the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations bylaws of the Surviving Entity, which Corporation until thereafter amended in accordance with applicable law. (f) The directors and officers of Parent as of immediately prior to the Second Effective Time shall include continue to serve as the assumption by directors and officers of the Surviving Entity of any Corporation from and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following At least one month prior to the date Approval Date, the Company and TopCo shall cause draft terms of this Agreementmerger, in a form reasonably satisfactory to the Company and TopCo (with such modifications, amendments or supplements thereto as may be required to comply with the Luxembourg Company Law), along with all other documentation and declarations required under the Luxembourg Company Law in connection with the Second Merger Suband not waived by its shareholders, to be duly executed and properly filed with the RCS and published in the RESA to the extent required by the Luxembourg Company Law as well as made available at the registered offices of the Company and TopCo, in accordance with the relevant provisions of the Luxembourg Company Law (together, the “Second Merger Documents”). The Second Merger will be approved through the Second Merger Shareholder Resolution on the Approval Date but it shall become effective on the Closing Date immediately after giving effect to the First Merger, the Redemption, the Conversion and the PIPE Financing (the time the Second Merger becomes effective being referred to herein as the “Second Merger Effective Time”). The effectiveness of the First Merger, the Redemption, the Conversion, the PIPE Financing and the Second Merger shall be acknowledged in front of a Luxembourg notary on the Closing Date. (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate In accordance with the Mergers Luxembourg Company Law, on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the MergersApproval Date, the Board sole shareholder of Directors TopCo shall pass a shareholder resolution in front of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub a Luxembourg notary (the “Second Merger Shareholder Resolution”) to approve, inter alia, the Second Merger and, at the Second Merger Effective Time”), following which the Company shall merge with and into TopCo, subject to the First Merger, the Redemption, the Conversion, and the PIPE Financing issuance having become effective previously. Following the Second Merger Effective Time, the separate existence of the Surviving Corporation Company shall cease and Second Merger Sub TopCo shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect surviving entity of the Second Merger (the “Second Merger Surviving Company”) and shall be succeed to and assume all the rights and obligations of the Company in accordance with the Luxembourg Company Law. (iii) The Second Merger shall have the effects as provided in this Agreement, the Certificate of Merger with respect to in the Second Merger Documents and in the applicable provisions of Delaware lawthe Luxembourg Company Law. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all of the propertyassets, properties, rights, privileges, agreementsimmunities, powers and franchises, franchises of the Company shall vest in the Second Merger Surviving Company and all debts, liabilities, liabilities and duties and obligations of Second Merger Sub and Surviving Corporation the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, liabilities and duties and obligations of the Second Merger Surviving EntityCompany. (iv) At the Second Merger Effective Time, which the Governing Documents of TopCo shall include be the assumption Governing Documents of the Second Merger Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (v) At the Second Merger Effective Time, (A) the directors of TopCo immediately following the Second Merger Effective Time shall be appointed in accordance with Section 6.15, each to hold office in accordance with the Governing Documents of the Second Merger Surviving Company and (B) the officers of TopCo immediately following the Second Merger Effective Time shall be the officers of the Company as of immediately prior to the Second Merger Effective Time or such other officers as determined by the TopCo Board as of immediately following the Second Merger Effective Time, each to hold office in accordance with the Governing Documents of the Second Merger Surviving Entity Company until such officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (vi) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, each issued and all agreements, covenants, duties outstanding Company Share shall be automatically cancelled and obligations extinguished and exchanged for a portion of Surviving Corporation to be performed after the Second Effective TimeExchange Consideration and the Earn Out Consideration in accordance with the Allocation Schedule and Section 2.2 (the “Exchange”).

Second Merger. (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on On the terms and subject to the conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before in accordance with the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any businessCayman Islands Act, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent First Surviving Company shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged merge with and into IB Merger Sub at the Second Merger Sub (the “Second Effective Time”). Following the Second Merger Effective Time, following which the separate existence of the First Surviving Corporation Company shall cease and Second IB Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect surviving entity of the Second Merger (the “Second Merger Surviving Company”) and shall succeed to and assume all the rights and obligations of First Surviving Company in accordance with the Cayman Islands Act. (ii) On the first (1st) Business Day following the Closing, the First Surviving Company and IB Merger Sub shall cause a plan of merger, a form reasonably satisfactory to the Company and ARYA (with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Islands Act), along with all other documentation and declarations required under the Cayman Islands Act in connection with such merger, to be duly executed and properly filed with the Cayman Registrar, in accordance with the relevant provisions of the Cayman Islands Act (together, the “Second Merger Documents”). The Second Merger shall become effective on the date and time at which the Second Merger Documents have been duly filed with the Cayman Registrar or on a subsequent date and time as is agreed by ARYA and the Company and specified in the Second Merger Documents in accordance with the Cayman Islands Act (the time the Second Merger becomes effective being referred to herein as the “Second Merger Effective Time”). (iii) The Second Merger shall have the effects as provided in this Agreement, the Certificate of Merger with respect to in the Second Merger Documents and in the applicable provisions of Delaware lawthe Cayman Islands Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all of the propertyassets, properties, rights, privileges, agreementsimmunities, powers and franchises, franchises of each of the First Surviving Company and IB Merger Sub shall vest in the Second Merger Surviving Company and all debts, liabilities, liabilities and duties of each of First Surviving Company and obligations of Second IB Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, liabilities and duties and obligations of the Second Merger Surviving EntityCompany. (iv) At the Second Merger Effective Time, which the Governing Documents of IB Merger Sub shall include be the assumption Governing Documents of the Second Merger Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (v) At the Second Merger Effective Time, the directors and officers of IB Merger Sub immediately prior to the Second Merger Effective Time shall be the initial directors and officers of the Second Merger Surviving Entity Company, each to hold office in accordance with the Governing Documents of the Second Merger Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (vi) At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, each issued and all agreements, covenants, duties outstanding First Surviving Company Share shall be automatically canceled and obligations extinguished and converted into one ordinary share of Surviving Corporation to be performed after the Second Effective TimeMerger Surviving Company.

Second Merger. Subject to Section 2.3(b), after all conditions set forth in Section 10.1, Section 10.2 and Section 10.3 shall have been satisfied or waived (aother than those conditions that by their terms are to be satisfied at the Second Closing, but subject to the satisfaction or waiver thereof) Parent and no later than one (1) Business Day after the First Closing, or at such other time or in such other manner as shall take all actions necessary to: (i) promptly following be agreed upon by Acquiror and the date Company in writing, the closing of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations the Transactions contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger (the “Second Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 12.9. At the Second Closing, Acquiror shall merge with and into Merger Sub II, with Acquiror being the surviving company in the Second Merger (the day on which the Second Closing occurs, the “Second Closing Date”). On the Second Closing Date, PubCo, Acquiror and Merger Sub II shall execute and cause to be filed with the Cayman Registrar, the Plan of Second Merger and such other documents as may be required in accordance with the applicable provisions of Delaware lawthe Cayman Companies Act or by any other applicable Law to make the Second Merger effective. Without limiting the generality of the foregoing, and subject thereto, The Second Merger shall become effective at the Second Effective Time, all time when the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations Plan of Second Merger is registered by the Cayman Registrar or at such later time permitted by the Cayman Companies Act as may be agreed by ▇▇▇▇▇▇ Sub II and Surviving Corporation shall become Acquiror in writing with the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations prior written consent of the Surviving Entitysurviving company and specified in the Plan of Second Merger, which provided that such later time shall include not be a date later than the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed second (2nd) Business Day after the date when the Plan of Second Merger is filed and registered with the Cayman Registrar (the “Second Merger Effective Time”).

Second Merger. After all conditions set forth in Section 10.1 and 3 and Section 10.3 shall have been satisfied or waived (aother than those conditions that by their terms are to be satisfied at the Second Closing, but subject to the satisfaction or waiver thereof) Parent and no later than one (1) Business Day after the First Closing (or, if not on the same day, the First Merger Effective Time), or at such other time or in such other manner as shall take all actions necessary to: (i) promptly following be agreed upon by Acquiror and the date Company in writing, the closing of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations the Transactions contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger (the “Second Closing”) shall take place remotely by conference call and exchange of documents and signatures in accordance with Section 12.10. At the Second Closing, Merger Sub II shall merge with and into the Company, with the Company being the surviving company of the Second Merger (the day on which the Second Closing occurs, the “Second Closing Date”). PubCo, the Company and Merger Sub II shall execute and cause to be filed with the Cayman Registrar the Plan of Second Merger (substantially in the form attached hereto as Exhibit B) and such other documents as may be required in accordance with the applicable provisions of Delaware lawthe Cayman Companies Act or by any other applicable Law to make the Second Merger effective. Without limiting the generality of the foregoing, and subject thereto, The Second Merger shall become effective at the Second Effective Time, all time when the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations Plan of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption is registered by the Surviving Entity Cayman Registrar or at such later time permitted by the Cayman Companies Act as may be agreed by Acquiror, Merger Sub II and the Company in writing and specified in the Plan of any and all agreementsSecond Merger, covenants, duties and obligations of Surviving Corporation to provided that such later time shall not be performed a date later than the second (2nd) Business Day after the date when the Plan of Second Merger is filed and registered with the Cayman Registrar (the “Second Merger Effective Time”).