Common use of At the Effective Time Clause in Contracts

At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware as the Surviving Corporation; (ii) the separate corporate existence of Sky King shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub and Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws of Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g) hereof.

At the Effective Time. (i) the Sub eNexi shall continue its existence under the laws of the State of Delaware as the Surviving Corporationsurviving corporation; (ii) the separate corporate existence of Sky King Newco shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King Newco or eNexi shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King eNexi or Newco shall be allocated to the Sub as the Surviving Corporation Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub Surviving Corporation shall be the Certificate of Incorporation of eNexi as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub Newco and Sky King eNexi shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the a Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto in form and substance acceptable to all parties hereto, and in the form attached hereto as the parties hereto shall deem mutually acceptableExhibit 1.1(c)(v); (vi) the Bylaws of Sub, the Surviving Corporation shall be the Bylaws of eNexi as in effect immediately prior to the consummation of the Merger, and shall be the Bylaws of the Surviving Corporation continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Acquiror Effective Time and the officers and directors of the Surviving Corporation shall be nominated consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected in accordance with the provisions of Sections 6.1 (g) hereofand qualified.

At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware as the Surviving Corporation; (ii) the separate corporate existence of Sky King shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub and Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws of Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g6.1(g) hereof.

At the Effective Time. (i) the Sub JLL shall continue its existence under the laws of the State of Delaware as the Surviving Corporationsurviving corporation as "CNF, Inc."; (ii) the separate corporate existence of Sky King CNF shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King CNF shall be allocated to and vested in the Sub JLL as the Surviving Corporation surviving corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King CNF shall be allocated to the Sub JLL as the Surviving Corporation surviving corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub JLL as the Surviving Corporationsurviving corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub surviving corporation shall be the Certificate of Incorporation of JLL as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub JLL and Sky King CNF shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the Secretary of State Department of Assessments and Taxationthe State of California, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws of Sub, the surviving corporation shall be the Bylaws of JLL as in effect immediately prior to the consummation of the Merger, and shall be the Bylaws of the Surviving Corporation continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of JLL shall resign upon the Acquiror Effective Time and the officers and directors of the surviving corporation shall be nominated consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the surviving corporation and until their respective successors are elected in accordance with the provisions of Sections 6.1 (g) hereofand qualified.

At the Effective Time. (ia) Centiv-Delaware shall be the Sub Surviving Corporation, and the separate existence of Centiv-Georgia shall continue its existence under cease, except to the extent provided by the laws of the State of Delaware as Georgia in the Surviving Corporationcase of a corporation after its merger with and into another corporation; (iib) The Surviving Corporation shall, without further transfer or other action on the separate corporate existence part of Sky King shall cease; (iii) the Constituent Corporation, succeed to and thereafter possess and enjoy all of the rights, title privileges, immunities, powers and interests franchises, of a public as well as of a private nature, of each of the Constituent Corporations, and be subject to all assetsof the restrictions, whether tangible disabilities and duties of each of the Constituent Corporations, and all property, real, personal and mixed, of and all debts due to each of the Constituent Corporations on whatever account, and all things in actions, and all and every other interest of, or intangible and any property belonging or property rights owned by Sky King due to, each of the Constituent Corporations shall be allocated taken and deemed to be transferred to and vested in the Sub as Surviving Corporation; and the title to any real estate, or any interest therein, vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of this merger. Without limiting the generality of the foregoing, the Surviving Corporation without reversion shall assume and continue all employee profit sharing or impairment, without further act or deedbenefit plans of Centiv-Georgia, and without any transfer or assignment having occurredsaid plans shall not be terminated as a result of the merger. (c) All rights of creditors and all liens, but subject to any existing liens or other encumbrances thereonif any, upon the property of either of the Constituent Corporations shall be preserved unimpaired by the merger, and all liabilities debts, liabilities, obligations and obligations duties of Sky King shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation either of the Sub as in effect immediately prior to Constituent Corporations shall become the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation responsibility and liability of the Surviving Corporation, until thereafter amended and may be enforced against it to the same extent as provided if such debts, liabilities, obligations and duties had been incurred or contracted by law and such Certificate of Incorporation;it. (vd) Each All corporate acts, plans, policies, arrangements, approvals and authorizations of AcquirorCentiv-Georgia, Sub its shareholders, Board of Directors, officers and Sky King shall execute agents, which were valid and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws of Sub, as in effect effective immediately prior to the consummation of the MergerEffective Time, shall be taken for all purposes as the Bylaws acts, plans, policies, arrangements, approvals and authorizations of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated effective and elected in accordance binding thereon as the same were with the provisions of Sections 6.1 (g) hereofrespect to Centiv-Georgia.

At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware as the Surviving Corporation; (ii) the separate corporate existence of Sky King Osage shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King Osage shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King Osage shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King CommunicationsOSAGE COMPUTER GROUP, Inc.INC." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub and Sky King Osage shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and TaxationArizona Corporation Commission, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable;. (vi) the Bylaws of the Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g6.1(d) hereof.

At the Effective Time. (i) the Sub Acquiror shall continue its existence under the laws of the State of Delaware as the Surviving Corporationsurviving corporation as "SkyNet Holdings, Inc."; (ii) the separate corporate existence of Sky King SkyNet shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King the SkyNet shall be allocated to and vested in the Sub Acquiror as the Surviving Corporation surviving corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King SkyNet shall be allocated to the Sub Acquiror as the Surviving Corporation surviving corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub Acquiror as the Surviving Corporationsurviving corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub surviving corporation shall be the Certificate of Incorporation of Acquiror as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub Acquiror and Sky King SkyNet shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the Secretary of State Department of Assessments and Taxationthe State of Nevada, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable;. (vi) the Bylaws of Sub, the surviving corporation shall be the Bylaws of Acquiror as in effect immediately prior to the consummation of the Merger, and shall be the Bylaws of the Surviving Corporation continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated resign upon the Effective Time and the officers and directors of the surviving corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the surviving corporation and until their respective successors are elected in accordance with the provisions of Sections 6.1 (g) hereofand qualified.

At the Effective Time. (i) the Sub Solsource shall continue its existence under the laws of the State of Delaware California as the Surviving Corporation; (ii) the separate corporate existence of Sky King the Sub shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King the Sub shall be allocated to and vested in the Sub Solsource as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King the Sub shall be allocated to the Sub Solsource as the Surviving Corporation Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub Solsource as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub Surviving Corporation shall be the Certificate of Incorporation of Solsource as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub and Sky King Solsource shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate a certificate of Merger merger and with the Secretary of State Department of Assessments and Taxationthe State of California, the Articles Certificate of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable;. (vi) the Bylaws of Sub, the Surviving Corporation shall be the Bylaws of Solsource as in effect immediately prior to the consummation of the Merger, and shall be the Bylaws of the Surviving Corporation continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of Sub and Solsource shall resign upon the Acquiror Effective Time and the officers and directors of the Surviving Corporation shall be nominated consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the bylaws of the Surviving Corporation and until their respective successors are elected in accordance with the provisions of Sections 6.1 (g) hereofand qualified.

At the Effective Time. (i) the Sub Newco shall continue its existence under the laws of the State of Delaware as the Surviving CorporationCompany; (ii) the separate corporate existence of Sky King P2i Newspaper shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King Newco or P2i Newspaper shall be allocated to and vested in the Sub as the Surviving Corporation Company without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King P2i Newspaper or Newco shall be allocated to the Sub as the Surviving Corporation Company, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving CorporationCompany, shall be liable therefor; (iv) the Certificate of Incorporation Formation of the Sub Surviving Company shall be the Certificate of Formation of Newco as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub Newco and Sky King P2i Newspaper shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws operating agreement of Sub, the Surviving Company shall be the operating agreement of Newco as in effect immediately prior to the consummation of the Merger, and shall be the Bylaws of the Surviving Corporation continue in full force and effect until thereafter amended as provided by law and such Bylawsoperating agreement; provided, however, that Newco shall cause its name to be changed to "P2i Newspaper, LLC"; and (vii) (A) the officers and directors board of managers of the Acquiror Surviving Company shall be nominated and elected in accordance with consist of five members. Those members shall be: 1. one member appointed by Andrew, Alexander, Wise & Company, Incorporated; 2. Peter Wardle (the provisions of Sections 6.1 (g) hereof."Wardle Manager Seat");

At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware as the Surviving Corporation; (ii) the separate corporate existence of Sky King Rare Telephony shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sky King Rare Telephony shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King Rare Telephony shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King CommunicationsRare Telephony, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Acquiror, Sub and Sky King Rare Telephony shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the Secretary of State Department of Assessments and Taxationthe State of Nevada, the Articles of Merger (or Certificate of Merger), with such amendments thereto as the parties hereto shall deem mutually acceptable;; and (vi) the Bylaws of Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of the Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g) hereof.

At the Effective Time. (i) the Sub shall continue its existence under the laws of the State of Delaware Texas as the Surviving Corporation; (ii) the separate corporate existence of Sky King IPF shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible real estate and any other property or property rights owned by Sky King Sub and by IPF shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Sky King Sub and of IPF shall be allocated to the Sub as the Surviving Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate Articles of Incorporation of the Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King CommunicationsINDUSTRIAL PIPE FITTINGS, Inc.INC." in connection with the Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate Articles of Incorporation; (v) Each of Acquiror, Sub and Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, with such amendments thereto as the parties hereto shall deem mutually acceptable; (vi) the Bylaws of the Sub, as in effect immediately prior to the consummation of the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (viivi) the officers and directors of the Acquiror Surviving Corporation shall be nominated and as set forth below, each of which persons whose names are set forth below shall hold the offices set forth next to her or his respective name below until her or his respective successors shall have been elected or appointed in accordance with the provisions Bylaws of Sections 6.1 (g) hereof.the Surviving Corporation or until she or he shall have sooner been removed or shall have resigned in accordance with such Bylaws: Name Office ---- ------ Xxxxx X. Xxxxxxx Director, President Xxxxxx X. Xxxxx III Vice President - Sales and Marketing Xxxx X Xxxxx Vice President - Operations Xxx X. Xxxxxxxxxx Director Xxxxxx Xxxxxx Xxxxxxx Director, Secretary and Treasurer