Reverse Blocker Mergers Clause Samples

Reverse Blocker Mergers. (a) Upon the terms and subject to the conditions set forth in Article X, and in accordance with the DGCL, at the Reverse Blocker Effective Time, which Reverse Blocker Effective Time shall be after the Effective Time, the each of the Blocker Merger Subs will merge with and into the applicable Blocker, including TK Newco, with such Blocker surviving such Reverse Blocker Merger (as set forth on Schedule E). As a result of each Reverse Blocker Merger, the separate corporate existence of each Blocker Merger Sub shall cease and the applicable Blocker shall continue as the surviving entity of each such Reverse Blocker Merger (in such capacity and as applicable, the “Reverse Blocker Surviving Corporation”). (b) On the Closing Date and immediately prior to the Direct Blocker Effective Time, the parties hereto shall cause each Reverse Blocker Merger to be consummated in the order described in Section 3.01(a) by filing a certificate of merger in substantially the form attached as Exhibit M hereto (with such changes as may be agreed in writing by the Company, Pace and Newco) (a “Reverse Blocker Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties (the date and effective time of each such Reverse Blocker Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in each such Reverse Blocker Certificate of Merger) being the “Reverse Blocker Effective Time”). (c) At the Reverse Blocker Effective Time, the effect of each Reverse Blocker Merger shall be as provided in the applicable provisions of the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Reverse Blocker Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of each Blocker Merger Sub shall vest in the Reverse Blocker Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each Blocker Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Reverse Blocker Surviving Corporation. (d) At the Reverse Blocker Effective Time, the applicable Blocker Merger Sub certificate of incorporation, as in effect immediately prior to such Reverse Blocker Effective Time, shall be the certificate of incorporation of the Reverse...