Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; cease and (c) the Company will shall continue as the surviving corporation (the “Surviving Corporation”). As a result of the Merger and Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, Merger shall have the effects provided in this Agreement and as specified in the surviving corporation of the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon As soon as practicable after the Offer Acceptance Time and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCLDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Article VII, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) , with the Company will continue continuing as the surviving corporation of (the “Surviving Corporation”) in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth of this Agreement, and in this Agreement and the applicable provisions of accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a as an indirect wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall thereupon cease; , and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”), and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (ai) Merger Sub will be merged merge with and into the Company; (bii) the separate corporate existence of Merger Sub will cease; and (ciii) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent and US Holdco (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; Company (bthe “Merger”) at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue as the surviving corporation entity of the Merger (the DOC ID - 32901658.22 22 “Surviving Entity”) and a shall become an indirect wholly owned Subsidiary of Parent. The Company, as Merger shall have the surviving corporation of effects specified in the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCLAgreement, at the Effective Time, (a) Merger Parent Sub will be merged shall merge with and into the Company; Company in accordance with Section 251 of the DGCL (b) the "Merger"), the separate corporate existence of Merger Parent Sub will cease; shall cease and (c) the Company will shall survive and continue to exist as a corporation incorporated under the surviving corporation of DGCL (the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of in the Merger, is sometimes being referred to herein as the “"Surviving Corporation").”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes Parent (referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective Time, Closing Date: (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon At the Effective Time, subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will continue shall, as the surviving corporation of in the Merger and Merger, continue its existence under the DGCL as a wholly owned Subsidiary of Parent. The Company, Company as the surviving corporation of after the Merger, Merger is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the Company; and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) the Company and Parent shall consummate the Merger, whereby Merger Sub will shall be merged with and into the Company; (b) , and the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; and (c) , with the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The (the Company, as the surviving corporation of entity in the Merger, is sometimes being referred to herein as the “Surviving Corporation”), such that, following the Merger, the Surviving Corporation will be a direct wholly-owned subsidiary of Parent. The Merger shall be governed by Section 251(c) of the DGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLAgreement, at the Effective TimeTime (as defined below), (a) Merger Sub will Subsidiary shall be merged with and into the Company; (b) Company in accordance with the requirements of the DGCL, whereupon the separate corporate existence of Merger Sub will Subsidiary shall cease; , and (c) the Company will continue as shall be the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be an indirect, wholly-owned subsidiary of Parent.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and be a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The (the Company, as the surviving corporation of after giving effect to the Merger, is sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly as an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation Surviving Corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; , and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; Company and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Companywill be, as the surviving corporation of immediately following the Merger, is a direct wholly owned subsidiary of Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; Company (b) the “Merger”), the separate corporate existence of Merger Sub will cease; , and (c) the Company will continue as the surviving corporation of the Merger and a wholly wholly-owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of after the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will continue as the surviving corporation of Surviving Corporation in the Merger and a direct or indirect wholly owned Subsidiary of Parent. The Company, Merger shall be effected under Section 251(h) of DGCL as the surviving corporation soon as practicable following consummation of the Merger, is sometimes referred to as the “Surviving CorporationOffer.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with NRS 78 and the applicable provisions of the DGCL, as applicable, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; Company (the “Merger”), (b) the separate corporate existence of Merger Sub will cease; , and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as Parent (the surviving corporation of the Merger, is Company will sometimes be referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is ▇▇▇▇ (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) the Merger Sub will be merged merge with and into the Company; Company (the “Merger”); (b) the separate corporate existence of the Merger Sub will cease; and and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon Subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCL, at the Effective Time, (ai) Merger Sub will shall be merged with and into the Company; Company (bthe “Merger”), (ii) the separate corporate existence of Merger Sub will shall cease; , and (ciii) the Company will shall continue as the surviving corporation of (the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of in the Merger, is sometimes referred to as the “Surviving Corporation”) and wholly-owned subsidiary of Parent.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, : (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; thereupon cease and (c) the Company will continue as the surviving corporation of the Merger. (b) The Merger and a wholly owned Subsidiary will be effected pursuant to Section 251(h) of Parentthe DGCL as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions Section 251(h) of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Companyshall, as the surviving corporation of in the Merger, continue its existence under the provisions of the DGCL as an indirect, wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”

The Merger. Upon (a) On the terms and subject to the conditions set forth of this Agreement, and in this Agreement and accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; Company (the "Merger"), with the Company being the surviving corporation (the "Surviving Corporation"). (b) Upon the consummation of the Merger, the separate corporate existence of Merger Sub will cease; , and (c) the Company Surviving Corporation will continue its corporate existence under the DGCL as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving CorporationBuyer.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable relevant provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; , and (c) the Company will continue as the surviving corporation of in the Merger and a wholly as an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving CorporationCompany”) and will succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”” The Merger will be governed by, and effected pursuant to, Section 251(h) of the DGCL.

The Merger. Upon At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will continue shall, as the surviving corporation in the Merger, continue its existence under the provisions of the Merger and DGCL as a wholly wholly- owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of after the Merger, is hereinafter sometimes referred to as the “"Surviving Corporation.”"

The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCL, at the Effective Time, (ai) Merger Sub will shall be merged with and into the Company; (bii) the separate corporate existence of Merger Sub will shall cease; and (ciii) the Company will continue as shall be the surviving corporation of (the Merger "Surviving Corporation") and will be a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “"Surviving Corporation.”"

The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of the DGCLAgreement, at the Effective Time, (a) Merger Sub will shall, pursuant to the provisions of the DGCL, be merged with and into the Company; (b) Seller and the separate corporate existence of Merger Sub will cease; and (c) shall thereupon cease in accordance with the Company will continue as provisions of the DGCL. Seller shall be the surviving corporation of entity in the Merger and shall continue to exist as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving CorporationEntity”). The Merger shall have the effects specified in the DGCL.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, (as the surviving corporation of in the Merger, is sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; Company at the Effective Time (b) as hereinafter defined). Following the Effective Time, the separate corporate existence of Merger Sub will shall cease; , and (c) the Company will shall continue as the surviving corporation of the Merger Surviving Company and a wholly wholly-owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation effects and consequences of the Merger, is sometimes referred to Merger shall be as set forth in this Agreement and the “Surviving CorporationDGCL.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its existence under the DGCL as the surviving corporation of entity following the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationEntity”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub the Company will be merged merge with and into the Company; Merger Sub, and (b) the separate corporate existence of the Company will cease and Merger Sub will cease; and (c) continue its corporate existence under the Company will continue DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and as a wholly owned Subsidiary subsidiary of Parent. The Company, as Buyer following the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a direct wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, : (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”). The Merger shall be effected under Section 251(h) of the DGCL as soon as practicable following the consummation of the Offer.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCLDGCL and DLLCA, at the Effective Time, (a) Merger Sub will the Company shall be merged with and into the Company; Merger Sub, (b) the separate corporate existence of the Company shall cease and Merger Sub will cease; shall continue its existence under the DLLCA as the Surviving Company and (c) the Surviving Company will continue as the surviving corporation of the Merger and shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned as an indirect Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall thereupon cease; , and (c) the Company will shall continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving CorporationCompany.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its existence as a limited liability company under the under the DGCL as the surviving corporation of entity in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationCompany”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCLDGCL and DLLC Act, at the Effective Time, (a) Merger Sub the Company will be merged merge with and into the Company; Merger Sub, and (b) the separate corporate existence of the Company will cease and Merger Sub will cease; and (c) continue its corporate existence under the Company will continue DLLC Act as the surviving corporation of company in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is (sometimes referred to herein as the “Surviving CorporationCompany”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the Surviving Corporation and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue as the surviving corporation of the Merger and a wholly wholly-owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of in the Merger, is sometimes hereinafter referred to as the “Surviving Corporation.”” The Merger will, from and after the Effective Time, have all the effects of a merger under the applicable provisions of the DGCL.

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions in accordance with Section 253 and other relevant sections of the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon (a) On the terms and subject to the conditions set forth of this Agreement, and in this Agreement and accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged merge (the “Merger”) with and into the Company; , with the Company being the surviving corporation (the “Surviving Corporation”). (b) On the consummation of the Merger, the separate corporate existence of Merger Sub will cease; , and (c) the Company Surviving Corporation will continue its corporate existence under the DGCL as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving CorporationBuyer.”

The Merger. SECTION 2.01 THE MERGER Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective TimeTime (as defined in Section 2.03), (a) Merger Sub will shall be merged with and into the Company; (b) . As a result of the Merger, the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of ParentParent (the "SURVIVING CORPORATION"). The Company, as the surviving corporation name of the MergerSurviving Corporation shall be ▇▇▇▇▇▇▇.▇▇▇, is sometimes referred to as the “Surviving Corporation.”Inc.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, with respect to all post-Closing periods, is sometimes referred to as the “Surviving Corporation.”” The Merger shall be governed by Section 251(h) of the DGCL.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation”.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, : (ai) Merger Sub will be merged with and into the Company; (bii) the separate corporate existence of Merger Sub will thereupon cease; and (ciii) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub the Company will be merged merge with and into Merger Sub (the Company; “Merger”), and (b) the separate corporate existence of the Company will cease and Merger Sub will cease; and (c) continue its corporate existence under the Company will continue DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”).”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Acquisition Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Acquisition Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly direct wholly-owned Subsidiary of GlaxoSmithKline LLC and an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DLLCA and the DGCL, at the Effective Time, (a) the Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of the Merger Sub will shall cease; , and (cb) the Company will shall continue as the surviving corporation of company in the Merger and (the “Surviving Company”) as a wholly owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the CBCA and the DGCL, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the CBCA as the surviving corporation of in the Merger and a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon At the Effective Time, and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue its corporate existence under the DGCL as the surviving corporation of the Merger corporation, and a wholly wholly-owned Subsidiary indirect subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as (the “Surviving Corporation”) in the Merger.”

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective TimeTime (as defined below), (a) Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of Merger Sub will cease; and (c) , with the Company will continue surviving the Merger as the surviving corporation of (the Merger and “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a direct, wholly owned Subsidiary of Parent. The Company, Merger shall have the effects provided in this Agreement and as specified in the surviving corporation of the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the NRS 78 and DGCL, as applicable, at the Effective Time, : (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will be merged merge with and into the Company; (b) , the separate corporate existence of Merger Sub will cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and a wholly owned Subsidiary subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including pursuant to Section 251(h) thereof), at on the Effective TimeClosing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of ParentMerger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, : (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCLDGCL and the MBCA, at the Effective Time, (a) the Merger Sub will shall be merged with and into the Company; (b) , whereupon the separate corporate existence of the Merger Sub will shall cease; , and (cb) the Company will shall continue as the surviving corporation of company in the Merger and (the “Surviving Company”) as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub Purchaser will be merged with and into the Company; (b) the separate corporate existence of Merger Sub Purchaser will cease; and (c) the Company will continue as the surviving corporation of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”” The Merger shall be governed by Section 251(h) of the DGCL.

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the in accordance with Section 251(g) and other applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into Assertio at the Company; (b) Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will Assertio shall continue as the surviving corporation of (the Merger and “Surviving Corporation”) as a wholly owned Subsidiary subsidiary of Parent. The Company, as Surviving Corporation shall succeed to and assume all the surviving corporation rights and obligations of Assertio in accordance with the Merger, is sometimes referred to as the “Surviving CorporationDGCL.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will cease; shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and (c) the Company will continue as the surviving corporation of the Merger and Surviving Corporation shall become a wholly wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Corporation.”

The Merger. Upon At the Effective Time, and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; , and (b) the separate corporate existence of Merger Sub will cease; shall cease and (c) the Company will shall continue its corporate existence under the DGCL as the surviving corporation corporation, and wholly-owned subsidiary of the Merger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to as Parent (the “Surviving Corporation”), in the Merger.”