Common use of Second Merger Clause in Contracts

Second Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, the common stock of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing 100% of the ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.

Second Merger. (a) Immediately after the Effective Time, Parent Buyer will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, the common stock all issued and outstanding shares of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing one hundred percent (100% %) of the equity ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.

Second Merger. (a) Immediately after the Effective Time, Parent Buyer will cause the Surviving Corporation to merge with and into Merger Sub II (the “Second Merger” and together with the Merger, the “Mergers”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “Surviving Entity”) in the Second Merger. (b) At the effective time of the Second Merger, the common stock of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing 100% of the ownership interests in the Surviving Entity. (c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.