Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement

All other capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

At and following such effective time, Merger Sub will have merged with and into the Company in accordance with the DGCL, with the Company continuing as the surviving entity of the Merger and as a wholly owned subsidiary of Parent, and the separate corporate existence of Merger Sub shall thereupon cease

This Opinion may not be quoted, cited, or referred to in whole or in part, nor may it be filed with any governmental authority, regulatory agency, court, or other person or entity, without our prior written consent, except: (a) as may be required by applicable law, regulation, or legal process; or (b) as may be required in connection with any proceeding arising out of or relating to the Transaction Documents, provided that any such filing or disclosure shall be subject to the understanding that we assume no responsibility or liability to any third party that may gain access to this Opinion