The Blocker Mergers. On the terms and subject to the conditions set forth herein, at the effective time of each Blocker Merger, by virtue of such Blocker Merger and without any further action on the part of any Party or the holders of any securities of the applicable Tempo Blocker or Blocker Merger Sub, the following shall occur:
The Blocker Mergers. At the Closing, by virtue of the Blocker Mergers and without any action on the part of Parent or Thunder Bridge II or any ADK Blocker, each LLC Unit held by each ADK Blocker shall automatically be converted and exchanged for the equity holder of such ADK Blocker’s share (in accordance the Organizational Documents of such ADK Blocker) of such ADK Blocker’s Allocable Share of the Merger Consideration.
The Blocker Mergers. (a) Immediately following the Tempo Merger, on the terms and subject to the conditions set forth herein, on the Closing Date, each Blocker Merger Sub and each Tempo Blocker shall cause the applicable Blocker Merger to be consummated by filing a certificate of merger (a “Blocker Certificate of Merger”), with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL, the DLLCA and the DRULPA (the time of each such filing, or such later time as may be agreed in writing by Tempo and FTAC and specified in the applicable Blocker Certificate of Merger, being the “Blocker Merger Effective Time”).
The Blocker Mergers. (a) At the Blocker 1 Effective Time, Blocker 1 Merger Sub shall be merged with and into Blocker 1 (the “Blocker 1 Merger”) in accordance with the DGCL and upon the terms set forth in this Agreement, whereupon the separate existence of Blocker 1 Merger Sub shall cease, and Blocker 1 shall continue as the surviving corporation and become a wholly owned Subsidiary of Parent (the “Surviving Blocker 1”).
The Blocker Mergers. (a) On the Closing Date, immediately following the CSC Blocker Share Acquisitions and prior to the Court Square Unit Redemptions, on the terms and subject to the conditions set forth herein, on the Closing Date:
The Blocker Mergers. Section 4.01 of the Amended Merger Agreement is hereby amended in its entirety as follows:
The Blocker Mergers. Upon the terms and subject to the conditions hereof, at the Effective Time, each of the ADK Blocker Group entities shall be merged with and into ADK Blocker Merger Sub in accordance with the DGCL and the DLLCA, whereupon the separate corporate existence of each of the members of the ADK Blocker Group shall cease, and ADK Blocker Merger Sub shall continue as the surviving limited liability company in the ADK Blocker Merger.
The Blocker Mergers. At the Effective Time, (1) the certificate of formation of ADK Blocker Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of formation of the surviving ADK Blocker Merger Sub in connection with each of the Blocker Mergers and (2) the limited liability company agreement of ADK Blocker Merger Sub in effect immediately prior to the Effective Time shall become the limited liability company agreement of the surviving ADK Blocker Merger Sub, in each case until thereafter amended in accordance with the DLLCA and as provided in such certificate of formation or the limited liability company agreement of the surviving ADK Blocker Merger Sub, as applicable.
The Blocker Mergers. The officers of ADK Blocker Merger Sub as of immediately prior to the Effective Time shall, from and after the Effective Time, become officers of ADK Blocker Merger Sub until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the Organizational Documents of the surviving ADK Blocker Merger Sub and applicable Law. From and after the Effective Time, the sole managing member of ADK Blocker Merger Sub shall be Surviving Pubco.
The Blocker Mergers. (a) Subject to the terms and conditions hereof, at the First Effective Time, Blocker Merger Sub 1 shall merge with and into Blocker A, Blocker Merger Sub 2 shall merge with and into Georgian Blocker, Blocker Merger Sub 3 shall merge with and into Insight Blocker A, and Blocker Merger Sub 4 shall merge with and into Insight Blocker B (such mergers being collectively referred to as the "First Mergers") in accordance with the DGCL and DLLCA, as applicable, whereupon the separate existence of each Blocker Merger Sub shall cease, and the corresponding Blocker into which it merged shall be the surviving company (each, a "Surviving Blocker" and collectively, the "Surviving Blockers").
