Common use of Subsequent Merger Clause in Contracts

Subsequent Merger. Subject to all applicable federal and state laws (including, without limitation, federal and state securities laws), as promptly as reasonably possible following the Closing, Parent and Acquisition Sub shall cause the Company to be merged with and into Acquisition Sub pursuant to an Agreement and Plan of Merger substantially in the form attached hereto as Exhibit C (the "Merger Agreement"), with Acquisition Sub surviving and each stockholder, warrant holder, and option holder of the Company at the time of such merger (other than the Acquisition Sub) receiving the Merger Consideration (as defined in the Merger Agreement) set forth in the Merger Agreement. In the event the merger does not occur, Parent and Acquisition Sub agree the outstanding stock of the Company will be acquired (directly or indirectly) by them (if at all) in a manner that does not cause the acquisition of the Shares under this Agreement to be a taxable transaction.