AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this Agreement) is entered into as of June 11, 2020 by and among CPG Holdco LLC, a Delaware limited liability company (Holdco), and CPG Newco LLC, a Delaware limited liability company and wholly owned subsidiary of Holdco (Newco). The above listed entities are sometimes collectively referred to in this Agreement as the Parties.
WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Limited Liability Act of the State of Delaware (the DLLCA), Holdco will merge with and into Newco (the Merger), with Newco as the surviving entity in the Merger (sometimes referred to in such capacity as the Surviving Entity); and
WHEREAS, the applicable sole member of each Party has adopted and approved this Agreement and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement in accordance with Section 18-209(b) of the DLLCA.
NOW THEREFORE, the Parties agree as follows:
Section 1.01 The Merger.
(a) The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Section 18-209 of the DLLCA, at the Effective Time: (i) Holdco shall be merged with and into Newco; (ii) the separate existence of Holdco shall cease; and (iii) Newco shall continue as the Surviving Entity. The Merger shall become effective upon the filing of a certificate of merger (the Certificate of Merger) with the Secretary of State of the State of Delaware (such time of effectiveness, the Effective Time).
(b) Effects of the Merger. The Merger shall have the effects set forth in the DLLCA, including, without limitation, Section 18-209(g) of the DLLCA. Without limiting the foregoing, at the Effective Time: (i) the separate existence of Holdco shall cease, and Newco shall continue in existence as the Surviving Entity; and (ii) without further transfer, Newco shall succeed to and possess all of the rights, privileges and powers of Holdco, and all of the assets and property of whatever kind and character of Holdco shall vest in the Surviving Entity without further act or deed. Thereafter, the Surviving Entity shall be liable for all of the debts, liabilities, and duties, including contractual obligations, of Holdco, and any claim or judgment against Holdco may be enforced against the Surviving Entity, in accordance with Section 18-209 of the DLLCA.
(c) Certificate of Formation. At the Effective Time, Newcos certificate of formation in effect immediately prior to the Effective Time shall be the Surviving Entitys certificate of formation, unless and until amended in accordance with its terms and applicable law.