Common use of Permitted Mergers Clause in Contracts

Permitted Mergers. 9.12.1. Notwithstanding any other provision of this Agreement and without the need for any further act, vote or approval of any Member, any Officer or any other person or entity, (a) the Company is hereby authorized to merge Care Capital Properties, Inc., a Delaware corporation (“Corvette”), with and into the Company pursuant to Section 18-209 of the Act, with the Company continuing as the surviving entity in such merger (the “Permitted Merger 1”); (b) following Permitted Merger 1, the Company is hereby authorized to merge with and into Parent pursuant to Section 18-209 of the Act, with Parent continuing as the surviving entity in such merger (the “Permitted Merger 2” and together with Permitted Merger 1, the “Permitted Mergers”); (c) the Company is hereby authorized to execute, deliver and perform, and the Managing Member or any Officer, acting alone, on behalf of the Company, is hereby authorized to negotiate the terms of, cause the Company to enter into and perform, and execute, deliver and file (if necessary or desirable), all documents, agreements and certificates that the Managing Member or such Officer determines are necessary, appropriate, proper, advisable, incidental or convenient to consummate the Permitted Mergers (including, without limitation, the Agreement and Plan of Merger in substantially the form attached hereto as Exhibit A (the “Permitted Merger Agreement”) and any certificate of merger (as an authorized person of the Company within the meaning of the Act)), and all other documents, agreements, exhibits or certificates contemplated thereby or related thereto with respect to the Permitted Mergers (all with such terms and conditions as the Managing Member or such Officer shall approve; its approval to be conclusively, but not exclusively, evidenced by its execution of any such documents, agreements or certificates); and (d) the Managing Member is hereby authorized to amend this Agreement in any manner that the Managing Member determines is appropriate, proper, advisable, incidental or convenient to consummate the Permitted Mergers. The foregoing authorization shall not be deemed a restriction on the powers of the Managing Member or any Officer to enter into other agreements on behalf of the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]