Common use of Blocker Mergers Clause in Contracts

Blocker Mergers. (i) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of Delaware Law, Public Company and each Blocker shall cause the corresponding Blocker Merger to be consummated (and for the avoidance of doubt, each Blocker shall only be responsible for causing the merger of itself with and into Public Company pursuant to its corresponding Blocker Merger). Each Blocker Merger shall be consummated at the applicable Blocker Merger Effective Time in accordance with this Agreement upon the filing and effectiveness of a certificate of merger relating to the corresponding Blocker Merger in substantially the form of Exhibit C-1 (with respect to the First Blocker Merger) or Exhibit C-2 (with respect to all subsequent Blocker Mergers other than the First Blocker Merger) (the applicable certificate of merger corresponding to each Blocker Merger being such Blocker Merger’s applicable “Blocker Certificate of Merger”). (ii) Upon the applicable Blocker Merger Effective Time, the separate company existence of each Blocker being merged shall cease and Public Company, as the surviving corporation of such Blocker Merger, shall continue its corporate existence under Delaware Law. (iii) Subject to the provisions of this Agreement, Public Company and each Blocker shall cause the corresponding Blocker Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (and for the avoidance of doubt, each Blocker shall only be responsible for causing its applicable Blocker Certificate of Merger to be executed, acknowledged and filed). The applicable Blocker Merger shall become effective at the time when the corresponding Blocker Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Public Company, Merger Partner and the applicable Blocker in writing and specified in the corresponding Blocker Certificate of Merger (the effective time of each Blocker Merger being such Blocker Merger’s applicable “Blocker Merger Effective Time”).

Blocker Mergers. (ia) Upon the terms and subject to the conditions set forth in of this Agreement, at the Blocker Merger Effective Time, each Blocker Merger Sub shall, pursuant to the provisions of the DGCL and in accordance the DLLCA, as applicable, be merged with and into the applicable provisions Blocker and the separate corporate or limited liability company existence, as applicable, of each Blocker Merger Sub shall thereupon cease. Each applicable Blocker shall be the surviving corporation or limited liability company, as applicable, in the Blocker Mergers and shall continue its corporate or limited liability company existence, as applicable under the Laws of the State of Delaware Lawwith all of its rights, Public Company privileges, powers and franchises unaffected by the applicable Blocker Merger. The Blocker Mergers shall have the effects specified in the DGCL and the DLLCA, as applicable. From and after the Blocker Mergers Effective Time, each Blocker is sometimes referred to herein as the “Surviving Blocker.” (b) On the Closing Date, each Blocker shall cause the corresponding Blocker Merger to be consummated (and for the avoidance of doubt, each Blocker shall only be responsible for causing the merger of itself with and into Public Company pursuant to its corresponding Blocker Merger). Each Blocker Merger shall be consummated at the applicable Blocker Merger Effective Time in accordance with this Agreement upon the filing and effectiveness of a certificate of merger relating to the corresponding Blocker Merger in substantially the form of Exhibit C-1 (with respect to the First Blocker Merger) or Exhibit C-2 (with respect to all subsequent Blocker Mergers other than the First Blocker Merger) (the applicable certificate of merger corresponding to each Blocker Merger being such Blocker Merger’s applicable each, a “Blocker Certificate of Merger”). (ii) Upon the applicable Blocker Merger Effective Time, the separate company existence of each Blocker being merged shall cease and Public Company, as the surviving corporation of such Blocker Merger, shall continue its corporate existence under Delaware Law. (iii) Subject to the provisions of this Agreement, Public Company and each Blocker shall cause the corresponding Blocker Certificate of Merger to be executed, acknowledged duly executed and filed with the Secretary of State of the State of Delaware (in accordance with Section 251 of the DGCL or Section 18-209 of the DLLCA, as applicable, and for shall make all other filings, recordings or publications required under the avoidance of doubtDGCL or the DLLCA, each Blocker shall only be responsible for causing its as applicable, in connection with such applicable Blocker Certificate of Merger to be executed, acknowledged and filed)Merger. The applicable Blocker Merger shall become be effective at the time when and on the corresponding date specified in the applicable Blocker Certificate of Merger has been duly filed with Merger, as agreed between Georgia and Chicago (each such date and time being hereafter referred to as the Secretary of State of the State of Delaware or at such later time as may be agreed by Public Company, Merger Partner and the applicable Blocker in writing and specified in the corresponding Blocker Certificate of Merger (the effective time of each Blocker Merger being such Blocker Merger’s applicable “Blocker Merger Effective Time”). The effective time of the Washington Florida Interest Sale and the Purchased Entity Sale shall be deemed to be immediately prior to the Blocker Merger Effective Time. Each of the Blocker Merger Effective Times shall be the same and the Washington Merger Effective Time shall occur immediately following the Blocker Merger Effective Time. (c) At the Blocker Merger Effective Time, the certificate of incorporation or formation of each Blocker Merger Sub as in effect immediately prior to the Blocker Merger Effective Time shall be the certificate of incorporation or formation, as applicable, of the applicable Surviving Blocker and the bylaws or limited liability company agreement, as applicable, of each Blocker Merger Sub as in effect immediately prior to the Blocker Merger Effective Time shall be the bylaws or limited liability company agreement of the applicable Surviving Blocker, except that the name of each Surviving Blocker shall be the name of the corresponding Blocker into which such Blocker Merger Sub merged, in each case, until thereafter changed or amended as provided therein or by applicable Law. (d) Unless otherwise determined by Georgia prior to the Blocker Merger Effective Time, the directors or managers, as applicable, and officers of the applicable Blocker Merger Sub immediately prior to the Blocker Merger Effective Time shall be the directors or managers and officers of the applicable Surviving Blocker and will hold office until their successors are duly elected or appointed and qualified in the manner provided in the bylaws or limited liability company agreement of the Surviving Blocker or as otherwise provided by Law, or until such their earlier death, resignation or removal.