01The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Act, at the Effective Time, (a) Merger Sub will merge with and into the Target, and (b) the separate corporate existence of Merger Sub will cease and the Target will continue its corporate existence as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).
01The Merger. Upon the terms and subject to the conditions of this Agreement, in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into Vyome (the “Merger”), and (b) the separate corporate existence of Merger Sub shall cease and Vyome shall continue as the surviving corporation (the “Surviving Corporation”) and become, as a result of the Merger, a wholly-owned subsidiary of ReShape.
01The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), the Company shall merge with and into Acquisition Sub at the Effective Time of the Merger (as defined in Section 1.03). Following the Effective Time, the separate existence of the Company shall cease, and the Acquisition Sub shall continue as the surviving corporation ("SURVIVING CORPORATION"), with Investments as its wholly owned subsidiary, and shall further succeed to and assume all the rights and obligations of the Company in accordance with the DGCL.
01The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and the separate corporate existence of the Company under the laws of the State of Delaware, with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as otherwise set forth in this Article II.
01The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporations Law (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), Merger Sub shall be merged with and into XCR, the separate corporate existence of Merger Sub shall cease, and XCR shall continue as the surviving corporation and a wholly-owned subsidiary of BOTH. XCR, following the Merger, is sometimes referred to herein as the “Surviving Corporation.”
01The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant law, at the Effective Time, (a) Merger Subs will merge with and into the Targets, and (b) the separate corporate existence of each Merger Sub will cease and the Targets will continue their corporate existence as the surviving corporations in the Merger (sometimes referred to herein as the "Surviving Corporations") and as the Surviving Corporations, they will be governed by the laws of the State of California and succeed to all of Merger Subs’ rights, assets, liabilities, and obligations in accordance with the California General Corporation Law (the “California Corporations Code”).
01The Merger. At the Effective Time (as defined in Section 1.02), subject to the terms and conditions of this Agreement and in accordance with the provisions of the UBCA, Merger Sub shall be merged (the “Merger”) with and into the Company. Following the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Utah.
01The Merger. At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporations Law (the “DGCL”) and the Nevada Revised Statutes (the “NRS”), Merger Sub shall be merged with and into BioSculpture, the separate corporate existence of Merger Sub shall cease, and BioSculpture shall continue as the surviving corporation and a wholly-owned subsidiary of SRSG. BioSculpture, following the Merger, is sometimes referred to herein as the “Surviving Corporation.”
01The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.02 herein), in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), Merger Sub shall be merged with and into Banner, and Banner shall be the surviving corporation of the Merger (the “Surviving Corporation”) as a wholly-owned subsidiary of Parent. The name of the Surviving Corporation shall be Banner Midstream Corp. The existence of Merger Sub shall cease at the Effective Time as a consequence of the Merger.
01The Merger
