Second Merger Sub. Second Merger Sub was organized solely for the purpose of entering into this Agreement and the Second Merger and consummating the transactions contemplated hereby and has not engaged in any activities or business, and has incurred no liabilities or obligations whatsoever, in each case, other than those incident to its organization and the execution of this Agreement or the Second Certificate of Merger and the consummation of the transactions contemplated hereby. Second Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Second Merger Sub has full power and authority to enter into this Agreement and the Second Certificate of Merger, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Second Merger Sub of this Agreement and the Second Certificate of Merger, the performance by Second Merger Sub of its obligations hereunder and thereunder and the consummation by Second Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Second Merger Sub. Second Merger Sub is an entity disregarded as separate from Parent for U.S. federal tax purposes and neither Parent nor Second Merger Sub intends to take any action inconsistent with such treatment.
Second Merger Sub. Each share of common stock of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable unit of the Final Surviving Company. Each unit certificate of Second Merger Sub, if any, evidencing ownership of any units shall continue to evidence ownership of such unit of the Final Surviving Company.
Second Merger Sub. Parent is the sole member of Second Merger Sub and is the record and beneficial owner of 100% of the membership interests of Second Merger Sub. Second Merger Sub was formed solely for purposes of effecting the Second Step Merger and the other transactions contemplated hereby. Except as contemplated by this Agreement, Second Merger Sub does not hold, nor has it held, any material assets or incurred any material liabilities nor has Second Merger Sub carried on any business activities other than in connection with the Second Step Merger and the transactions contemplated by this Agreement.
