Common use of Certain Effects of Merger Clause in Contracts

Certain Effects of Merger. When the Merger becomes effective, the separate existence of Acquisition shall cease, Acquisition shall be merged into ADCI, and the Surviving Corporation shall possess all the rights, privileges, powers, and franchises as well of a public as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate ------------------------- existence of Acquisition PETROLEUM CORPORATION OF AMERICA shall cease, Acquisition and PETROLEUM CORPORATION OF AMERICA shall be merged into ADCITECHNOLOGY SELECTION, and INC. which, as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsPETROLEUM CORPORATION OF AMERICA; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, PETROLEUM CORPORATION OF AMERICA and all property, real, real personal, and mixed, and all debts due to either of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; PETROLEUM CORPORATION OF AMERICA, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Utah or Nevada or any other jurisdictionjurisdictions, in either of the Constituent Corporations, PETROLEUM CORPORATION OF AMERICA shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations PETROLEUM CORPORATION OF AMERICA shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of PETROLEUM CORPORATION OF AMERICA or the corresponding officers of the Surviving Corporation, may in the name of PETROLEUM CORPORATION OF AMERICA, execute and deliver all such property deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all PETROLEUM CORPORATION OF AMERICA's property, right, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition PMWK-New York shall cease, Acquisition and PMWK-New York shall be merged into ADCIPMWK-Nevada which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the such Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware New York, Nevada or any other jurisdiction, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of PMWK-New York, or the corresponding officers of the Surviving Corporation may, in the name of PMWK-New York, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When on the Merger becomes effectiveEffective Date, the separate existence of Acquisition SON-TECH, INC. shall cease, Acquisition and SON-TECH, INC. shall be merged into ADCISONTECH, and INC. which, as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsSONTECH, INC.; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsSON-TECH, INC. and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations SON-TECH, INC. on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations SON-TECH, INC., shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; SON-TECH, INC., and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Utah or Nevada or any other jurisdictionjurisdictions, in either of the Constituent CorporationsSON-TECH, INC. shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations SON-TECH, INC. shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations SON-TECH, INC. shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of SONTECH, INC. or the corresponding officers of the Surviving Corporation, may in the name of SON-TECH, INC., execute and deliver all such property deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deed necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all SON-TECH, INC.'s property, right, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition GenMay shall cease, Acquisition and GenMay shall be merged into ADCIWCGE which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsGenMay; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsGenMay, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations GenMay on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations GenMay, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; GenMay, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Nevada or any other jurisdiction, in either of the Constituent CorporationsGenMay, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations GenMay shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations GenMay shall thenceforth attach to the Surviving Corporation, which may, in the name of GenMay, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may be enforced against it deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all GenMay's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, WCGE will assume all franchise tax liabilities of GenMay with respect to the same extent as if such debts, liabilities, and duties had been incurred or contracted by itState of Nevada.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition the Parent shall cease, Acquisition and the Parent shall be merged into ADCIthe Subsidiary which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, duties and duties of each liabilities of the Constituent CorporationsParent; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsParent, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations Parent on whatever account, as well for as stock subscriptions as subscriptions, liens and all other things in action or belonging to each of the Constituent Corporations Parent, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; Parent, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Parent shall be preserved preserved, unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations Parent shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of the Parent or the corresponding officers of the Surviving Corporation, may, in the name of the Parent execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all of the Parent’s property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. Section 4.01 Effects Under the DGCL When the Merger becomes effective, the separate existence of Acquisition shall cease, Acquisition shall be merged into ADCITitan, and the Surviving Corporation shall possess all the rights, privileges, powers, and franchises as well of a public as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, and all property, real, 9 personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Xertech shall cease, Acquisition and Xertech shall be merged into ADCIArrin which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsXertech; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsXertech, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations Xertech on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations Xertech, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; Xertech, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Nevada or any other jurisdiction, in either of the Constituent CorporationsXertech, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Xertech shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations Xertech shall thenceforth attach to the Surviving Corporation, which may, in the name of Xertech, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may be enforced against it deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all Xertech's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, Arrin will assume all franchise tax liabilities of Xertech with respect to the same extent as if such debts, liabilities, and duties had been incurred or contracted by itState of Nevada.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition United shall cease, Acquisition and United shall be merged into ADCIFHI which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsUnited; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsUnited, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations United on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations United, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; United, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Nevada or any other jurisdiction, in either of the Constituent CorporationsUnited, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations United shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations United shall thenceforth attach to the Surviving Corporation, which may, in the name of United, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may be enforced against it deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all United 's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, FHI will assume all franchise tax liabilities of United with respect to the same extent as if such debts, liabilities, and duties had been incurred or contracted by itState of Nevada.

Certain Effects of Merger. When the Merger merger becomes effective, the separate existence of Acquisition Axonyx shall cease, Acquisition Axonyx shall be merged into ADCIIonosphere, and the Surviving Corporation Corporation, without further action, shall succeed to and shall possess and enjoy all the rights, privileges, powers, powers and franchises as well both of a public as of a and private nature, and shall be subject to all the restrictions, disabilities, and duties duties, of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsAxonyx, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever Axonyx any account, as well as for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations Axonyx, and every other interest shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter Corporation as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporationsvested in Axonyx; and the title to any real estate and to any other property vested by deed or otherwise, under the laws of the State state of Delaware or of any other jurisdiction, jurisdiction in either of the Constituent Corporations, Axonyx shall not revert or be in any way impaired by reason of the Mergermerger or the statutes providing therefor; but provided, however, that all rights of creditors and all liens upon any property of either of the Constituent Corporations Axonyx shall be preserved unimpaired, limited to the property affected by such liens at the time of the merger, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations Axonyx shall thenceforth henceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such debts, liabilities, and duties they had been incurred or contracted by it. Any time, or from time to time, after the Effective Date, the last acting officers of Axonyx or the corresponding officers of the Surviving Corporation may, in the name of Axonyx, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of Axonyx's property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition MONET shall cease, Acquisition and MONET shall be merged into ADCIREGATTA which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsMONET; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsMONET, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations MONET on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations MONET, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; MONET, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Maryland or Colorado or any other jurisdiction, in either of the Constituent CorporationsMONET, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations MONET shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations MONET shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of MONET or the corresponding officers of the Surviving Corporation, may, in the name of MONET, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all MONET's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When the Merger becomes effective, the separate existence of Acquisition Imagenuity shall cease, Acquisition Imagenuity shall be merged into ADCIElinear, and the Surviving Corporation shall possess all the rights, privileges, powers, and franchises as well of a public as of a private naturefranchises, and shall be subject to all the restrictions, disabilities, and duties of each of Elinear and Imagenuity (the "Constituent Corporations"); and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions and as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Colorado or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition PETROLEUM CORPORATION OF AMERICA shall cease, Acquisition and PETROLEUM CORPORATION OF AMERICA shall be merged into ADCITECHNOLOGY SELECTION, and INC. which, as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsPETROLEUM CORPORATION OF AMERICA; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, PETROLEUM CORPORATION OF AMERICA and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; PETROLEUM CORPORATION OF AMERICA, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Utah or Nevada or any other jurisdictionjurisdictions, in either of the Constituent Corporations, PETROLEUM CORPORATION OF AMERICA shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations PETROLEUM CORPORATION OF AMERICA shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations PETROLEUM CORPORATION OF AMERICA shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of PETROLEUM CORPORATION OF AMERICA or the corresponding officers of the Surviving Corporation, may in the name of PETROLEUM CORPORATION OF AMERICA, execute and deliver all such property deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all PETROLEUM CORPORATION OF AMERICA's property, right, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Boulder-Colorado shall cease, Acquisition and Boulder-Colorado shall be merged into ADCIBoulder-Nevada which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the such Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Colorado, Nevada or any other jurisdiction, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of Boulder-Colorado, or the corresponding officers of the Surviving Corporation may, in the name of Boulder-Colorado, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition STR shall cease, Acquisition and STR shall be merged into ADCISMF which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, duties and duties liabilities of each of the Constituent CorporationsSTR; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsSTR, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations STR on whatever account, as well for as stock subscriptions as subscriptions, liens and all other things in action or belonging to each of the Constituent Corporations STR, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; STR, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Florida or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations STR shall be preserved preserved, unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations STR shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of STR or the corresponding officers of the Surviving Corporation, may, in the name of STR execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all STR’s property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When At the Merger becomes effectiveEffective Date, the separate existence of Acquisition shall cease, Acquisition shall be merged into ADCI, and the Surviving Corporation shall possess all the rights, ------------------------- privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and of each of the Constituent Corporations shall be possessed by the Surviving Corporation, subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations Corporations, shall be vested in the Surviving Corporation; , and all property, rights, privileges, powers, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, otherwise under the laws of the State of Delaware or any other jurisdiction, otherwise in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth at the Effective Date attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities, liabilities and duties had been incurred or contracted by it.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Ramex-Utah shall cease, Acquisition and Ramex-Utah shall be merged with and into ADCIRamex-Nevada which, and the as Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as of a well as private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent Corporations; Ramex-Utah and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsRamex-Utah, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations Ramex-Utah on whatever account, as well for as stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations Ramex-Utah, shall be vested in the Surviving Corporation; , and all property, rights, privileges, powers, and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; Ramex-Utah, and the title to any real estate vested by deed or otherwise, otherwise under the laws of the State of Delaware Utah or Nevada or any other jurisdiction, in either of the Constituent CorporationsRamex-Utah, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Ramex-Utah shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations Ramex-Utah shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted contrasted by it. At any time, or from time to time, after the Effective Date, the last acting officers of Ramex-Utah or the corresponding officers of the Surviving Corporation may, in the name of Ramex-Utah, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all property, rights, privileges, powers, franchises, immunities, and interests of Ramex-Utah and otherwise to carry out the purpose of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Triton-Florida shall cease, Acquisition and Triton-Florida shall be merged into ADCITriton-Nevada which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the such Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Florida, Nevada or any other jurisdiction, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of Triton-Florida, or the corresponding officers of the Surviving Corporation, may, in the name of Triton-Florida, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations' property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition OMA shall cease, Acquisition and OMA shall be merged into ADCI1 Touch which, and as the Surviving Corporation Company, shall possess all the rights, privileges, powers, and franchises as well franchises, of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, duties and duties liabilities of each of the Constituent CorporationsOMA; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsOMA, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations OMA on whatever account, as well for as stock subscriptions as subscriptions, liens and all other things in action or belonging to each of the Constituent Corporations OMA, shall be vested in the Surviving CorporationCompany; and all property, rights, privileges, powers, and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company as they were of the several and respective Constituent Corporations; OMA, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Florida or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations OMA shall be preserved preserved, unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations OMA shall thenceforth attach to the Surviving Corporation, Company and may be enforced against it to the same extent as if such said debts, liabilities, and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting managers of OMA or the corresponding managers of the Surviving Company, may, in the name of OMA execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Company may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Company title to and possession of all OMA’s property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition DCC-Florida shall cease, Acquisition and DCC-Florida shall be merged into ADCIDCC-Nevada which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the such Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Florida, Nevada or any other jurisdiction, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of DCC-Florida, or the corresponding officers of the Surviving Corporation, may, in the name of DCC-Florida, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations' property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Pacific shall cease, Acquisition and Pacific shall be merged into ADCICheshire, and which, as the Surviving Corporation Corporation, shall possess all the rights, privileges, powerspowers and franchises, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, powers and franchises of each of the Constituent Corporations, and all property, real, personal, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each of the such Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware or any other jurisdiction, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such said debts, liabilities, liabilities and duties had been incurred or contracted by it. At any time, or from time to time, after the Effective Date, the last acting officers of Pacific, or the corresponding officers of the Surviving Corporation may, in the name of Pacific, execute and deliver all such proper deeds, assignments and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the Constituent Corporations property, rights, privileges, powers, franchises, immunities and interests and otherwise to carry out the purposes of this Agreement.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition Avensys shall cease, Acquisition and Avensys shall be merged into ADCIManaris which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsAvensys ; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsAvensys , and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations Avensys on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations Avensys , shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; Avensys , and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Nevada or any other jurisdiction, in either of the Constituent CorporationsAvensys , shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Avensys shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations Avensys shall thenceforth attach to the Surviving Corporation, which may, in the name of Avensys , execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may be enforced against it deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all Avensys 's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, Manaris will assume all franchise tax liabilities of Avensys with respect to the same extent as if such debts, liabilities, and duties had been incurred or contracted by itState of Nevada.

Certain Effects of Merger. When On the Merger becomes effectiveEffective Date, the separate existence of Acquisition SCI shall cease, Acquisition and SCI shall be merged into ADCIWoize which, and as the Surviving Corporation Corporation, shall possess all the rights, privileges, powers, and franchises as well of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of the Constituent CorporationsSCI; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent CorporationsSCI, and all property, real, personal, and mixed, and all debts due to either of the Constituent Corporations SCI on whatever account, as well for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations SCI, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; SCI, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware Nevada or any other jurisdiction, in either of the Constituent CorporationsSCI, shall not revert or be in any way impaired by reason of the Mergerimpaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations SCI shall be preserved unimpaired, and all debts, liabilities, and duties of the respective Constituent Corporations SCI shall thenceforth attach to the Surviving Corporation, which may, in the name of SCI, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may be enforced against it deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all SCI 's property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, Woize will assume all franchise tax liabilities of SCI with respect to the same extent as if such debts, liabilities, and duties had been incurred or contracted by itState of Nevada.