Merger II. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger Sub II, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger Sub II shall continue as the surviving entity (the “Surviving Company”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Company. Merger II shall have the effects set forth in this Agreement, the DGCL and Section 18-209(g) of the LLC Act. As of the Second Effective Time, the certificate of formation and operating agreement of the Surviving Company shall be in the forms attached hereto as Exhibit A and Exhibit B, respectively.
Merger II. (i) The Certificate of Formation of Intermediate Holdings as in effect immediately preceding Effective Time II shall remain unchanged as a result of Merger II and shall continue as the Certificate of Formation of Surviving Entity II following Merger II.
Merger II. Immediately following the consummation of Merger I, upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger II Effective Time, the Intermediate Surviving Corporation shall be merged with and into NewCo. As a result of Merger II, the separate corporate existence of the Intermediate Surviving Corporation shall cease and NewCo shall continue as the Surviving Entity.
Merger II. (i) The Certificate of Incorporation of Pubco as in effect immediately preceding Effective Time II shall remain unchanged as a result of Merger II and shall continue as the Certificate of Incorporation of Surviving Entity II following Merger II.
Merger II. Immediately after the Merger I Effective Time, on the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger II Effective Time, (a) the Merger I Surviving Corporation will merge with and into Merger Sub II, and (b) the separate corporate existence of the Merger I Surviving Corporation will cease and Merger Sub II will continue its corporate existence under the DGCL as the surviving corporation in Merger II (sometimes referred to herein as “Merger II Surviving Company”).
Merger II. (a) Immediately after the Effective Time, Parent will cause the Merger I Surviving Corporation to merge with and into Merger Sub II, the separate corporate existence of the Merger I Surviving Corporation shall thereupon cease, and Merger Sub II shall continue as the surviving corporation (the “Ultimate Surviving Corporation”). Merger II shall have the effects set forth in this Agreement and the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Second Effective Time, the Ultimate Surviving Corporation will possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions, disabilities and duties of the Merger I Surviving Corporation and Merger Sub II, to the fullest extent provided under the DGCL.
Merger II. Immediately after the Merger I Effective Time, subject to the conditions set forth in this Agreement, and in accordance with the CALLCA at the Merger II Effective Time, the Merger I Surviving Corporation shall be merged with and into Merger Sub II, and the separate existence of the Merger I Surviving Corporation shall cease. Merger Sub II will continue as the surviving corporation in Merger II (the “Merger II Surviving Company”) and a wholly owned subsidiary of Parent.
Merger II. Merger II shall be treated as an “assets-over” merger of HPP with and into Holdings within the meaning of Treasury Regulation Section 1.708-1(c)(3)(i) with Holdings as the continuing partnership within the meaning of Section 708 of the Code and Treasury Regulation Section 1.708-1(c) and HPP terminated as of Effective Time II.
Merger II. Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger Sub II, the separate corporate existence of the Surviving Corporation shall thereupon cease, Merger Sub II shall continue as the surviving entity (the “Surviving Corporation II”) and all of the rights and obligations of the Surviving Corporation under this Agreement shall be deemed the rights and obligations of the Surviving Corporation II. Merger II shall have the effects set forth in this Agreement and specified in the Delaware General Corporation Law.
Merger II. At the Second Effective Time, the certificate of incorporation of Merger Sub II shall be amended and restated to conform to the certificate of incorporation of the Surviving Corporation as in in effect immediately prior to the Second Effective Time and shall thereafter be the certificate of incorporation of the Surviving Corporation II until thereafter amended in accordance with the provisions thereof and applicable Law. At the Second Effective Time, the bylaws of Merger Sub II shall be the bylaws of the Surviving Corporation II until thereafter amended in accordance with the provisions thereof and applicable Law.
