Common use of Parent Merger Clause in Contracts

Parent Merger. Subject to receipt of the approval for the Parent Proposals, immediately prior to the Closing, Parent shall cause the Parent Merger to occur, including by (i) filing with the Secretary of State of the State of Delaware a Certificate of Merger, in form and substance reasonably acceptable to Parent and the Company (the “Parent Certificate of Merger”) and (ii) filing with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company). In accordance with applicable Law, the Parent Certificate of Merger shall provide that at the effective time of the Parent Merger, by virtue of the Parent Merger, and without any action on the part of any Parent Stockholder: (i) each then issued and outstanding share of common stock of Parent shall convert automatically into one share of common stock of Holdings; (ii) each then issued and outstanding Parent Right shall convert automatically into one right to acquire one tenth of one share of common stock, par value $0.0001 per share, of Holdings. After the Parent Merger, all references to Parent herein shall mean Holdings.