Common use of The Transactions Clause in Contracts

The Transactions. On the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL and the MLLCA, as applicable: (a) at the Company Merger Effective Time, Company Merger Sub shall merge with and into the Company, the separate corporate existence of Company Merger Sub shall cease and the Company shall be the surviving corporation (the “Company Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Parent.

The Transactions. On (a) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement Agreement, and in accordance with the MGCL and the MLLCADGCL, as applicable: (a) at the Company Merger Initial Effective Time, Company Merger Sub 1 shall merge be merged with and into the Company, whereupon the separate corporate existence of Company Merger Sub shall 1 will cease and with the Company shall be surviving the surviving corporation First Merger (the “Company Merger Surviving Corporation”) and such that, following the First Merger, the Company will be a direct wholly owned Subsidiary subsidiary of Company Holdco;HoldCo. The First Merger shall have the effects provided in this Agreement and as specified in the DGCL. (b) immediately following Upon the Company Mergerterms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and the DLLCA, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into to a Maryland Delaware limited liability company (the “Company LLC”);. (c) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub 2 shall be merged with and into HoldCo, whereupon the separate existence of Merger Sub 2 will cease with HoldCo surviving the Second Merger such that, following the Second Merger, the HoldCo Surviving Corporation will be a direct wholly owned subsidiary of Parent. The Second Merger shall have the effects provided in this Agreement and as specified in the DGCL. (d) Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL and DLLCA, immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub the HoldCo Surviving Corporation shall merge be merged with and into Company HoldcoMerger Sub 3, whereupon the separate corporate existence of First Parent the HoldCo Surviving Corporation will cease with Merger Sub shall cease and Company Holdco shall be 3 surviving the surviving corporation in the First Parent Third Merger (the “First Parent Merger HoldCo Surviving CorporationCompany”) and such that, immediately following the Third Merger, the HoldCo Surviving Company will be a direct wholly owned Subsidiary subsidiary of Second Parent Parent. The Third Merger Sub; and (d) immediately following shall have the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with effects provided in this Agreement and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation as specified in the Second Parent Merger (DGCL and the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of ParentDLLCA.

The Transactions. On (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Initial Effective Time, Merger Sub 1 shall be merged with and into the Company (the “First Merger”) and the separate corporate existence of Merger Sub 1 shall cease, and the Company shall be the surviving corporation in the First Merger (“Verona Surviving Company”) and shall become a wholly owned subsidiary of Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, Verona Surviving Company shall be converted into a Delaware limited liability company (“Verona Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Closing Effective Time, Merger Sub 2 shall be merged with and into Holdco (the “Second Merger”) and the separate corporate existence of Merger Sub 2 shall cease, and Holdco shall be the surviving corporation in the Second Merger (“Holdco Surviving Company”) and shall become a wholly owned subsidiary of Parent. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL DGCL and the MLLCADLLCA, as applicable: (a) at the Company Merger Last Effective Time, Holdco Surviving Company Merger Sub shall merge be merged with and into Merger Sub 3 (the Company“Third Merger” and, together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Holdco Surviving Company shall cease, and Merger Sub shall cease and the Company 3 shall be the surviving corporation limited liability company in the Third Merger (the “Company Merger Verona Surviving CorporationLLC”) and shall be a direct wholly owned Subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary subsidiary of Parent.

The Transactions. On (a) Upon the terms and subject to the conditions of this Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the First Effective Time, Merger Sub One shall be merged with and into OfficeMax (the “First Merger”) and the separate corporate existence of Merger Sub One shall cease, and OfficeMax shall be the surviving corporation in the First Merger (“OfficeMax Surviving Corporation”) and shall become a wholly owned subsidiary of Mapleby Holdco. (b) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Conversion Effective Time, OfficeMax Surviving Corporation shall be converted into a Delaware limited liability company (“OfficeMax Converted LLC”) in accordance with Section 266 of the DGCL and Section 18-214 of the DLLCA (the “LLC Conversion”). (c) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Second Effective Time, Merger Sub Two shall be merged with and into Mapleby Holdco (the “Second Merger”) and the separate corporate existence of Merger Sub Two shall cease, and Mapleby Holdco shall be the surviving corporation in the Second Merger (“Mapleby Holdco Surviving Corporation”) and shall become a wholly owned subsidiary of Office Depot. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the MGCL DGCL and the MLLCADLLCA, as applicable: (a) at the Company Merger Effective Time, Company Merger Sub Mapleby Holdco Surviving Corporation shall merge be merged with and into Merger Sub Three (the Company“Third Merger” and, together with the First Merger, the LLC Conversion and the Second Merger, the “Transactions”) and the separate corporate existence of Company Mapleby Holdco Surviving Corporation shall cease, and Merger Sub shall cease and the Company Three shall be the surviving corporation limited liability company in the Third Merger (the “Company Merger OfficeMax Surviving CorporationLLC”) and shall be a direct wholly owned Subsidiary subsidiary of Company Holdco; (b) immediately following the Company Merger, at the LLC Conversion Effective Time, the Company Merger Surviving Corporation shall be converted into a Maryland limited liability company (the “Company LLC”); (c) immediately following the LLC Conversion, at the First Parent Merger Effective Time, First Parent Merger Sub shall merge with and into Company Holdco, the separate corporate existence of First Parent Merger Sub shall cease and Company Holdco shall be the surviving corporation in the First Parent Merger (the “First Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of Second Parent Merger Sub; and (d) immediately following the First Parent Merger, at the Second Parent Merger Effective Time, the First Parent Merger Surviving Corporation shall merge with and into Second Parent Merger Sub, the separate corporate existence of the First Parent Merger Surviving Corporation shall cease and Second Parent Merger Sub shall be the surviving corporation in the Second Parent Merger (the “Second Parent Merger Surviving Corporation”) and a direct wholly owned Subsidiary of ParentOffice Depot.