Common use of Corporate Merger Clause in Contracts

Corporate Merger. Effective as of the Closing Date, the Company ----------------- shall be merged into and with the Subsidiary in accordance with the applicable statutes of the State of California. Upon completion of such merger, the Subsidiary shall be the surviving corporation, and shall be fully vested with and possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all choses in action, and all and every other interest of or belonging to or due to both Subsidiary and the Company prior to the merger of such corporations. The Subsidiary shall, as the surviving corporation, be responsible and liable for all the liabilities and obligations of both Subsidiary and the Company and any claim existing, or action or proceeding pending, by or against either the Company or Subsidiary, may be prosecuted as if the merger had not taken place. Neither the rights of creditors nor liens upon the property of either the Subsidiary or the Company shall be impaired by the merger. Concurrently with the Closing hereunder, the parties hereto shall cause to be executed, acknowledged and filed with the Secretary of State of the State of California an Agreement of Merger in the form attached hereto as Schedule 1.3 and incorporated herein by this reference. Such Agreement of Merger shall provide for the merger of Subsidiary and the Company in accordance with the provisions of this Agreement, and for the change of the name of Subsidiary to FAA Serramonte, Inc.

Corporate Merger. Effective as of the Closing Date, the Company ----------------- Subsidiary shall be merged into and with the Subsidiary Company in accordance with the applicable statutes of the State of California. Upon completion of such merger, the Subsidiary Company shall be the surviving corporation, and shall be fully vested with and possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all choses in action, and all and every other interest of or belonging to or due to both Subsidiary and the Company prior to the merger of such corporations. The Subsidiary Company shall, as the surviving corporation, be responsible and liable for all the liabilities and obligations of both Subsidiary and the Company and any claim existing, or action or proceeding pending, by or against either the Company or Subsidiary, may be prosecuted as if the merger had not taken place. Neither the rights of creditors nor liens upon the property of either the Subsidiary or the Company shall be impaired by the merger. Concurrently with the Closing hereunder, the parties hereto shall cause to be executed, acknowledged and filed with the Secretary of State of the State of California an Agreement of Merger in the form attached hereto as Schedule 1.3 and incorporated herein by this reference. Such Agreement of Merger shall provide for the merger of Subsidiary and the Company in accordance with the provisions of this Agreement, and for the change of the name of Subsidiary Company to FAA SerramonteSerramonte GM, Inc.

Corporate Merger. Effective as of the Closing Date, the Company ----------------- ---------------- shall be merged into and with the Subsidiary in accordance with the applicable statutes of the State of California. Upon completion of such merger, the Subsidiary shall be the surviving corporation, and shall be fully vested with and possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all choses in action, and all and every other interest of or belonging to or due to both Subsidiary and the Company prior to the merger of such corporations. The Subsidiary shall, as the surviving corporation, be responsible and liable for all the liabilities and obligations of both Subsidiary and the Company and any claim existing, or action or proceeding pending, by or against either the Company or Subsidiary, may be prosecuted as if the merger had not taken place. Neither the rights of creditors nor liens upon the property of either the Subsidiary or the Company shall be impaired by the merger. Concurrently with the Closing hereunder, the parties hereto shall cause to be executed, acknowledged and filed with the Secretary of State of the State of California an Agreement of Merger in the form attached hereto as Schedule 1.3 and incorporated herein by this reference. Such Agreement of Merger shall provide for the merger of Subsidiary and the Company in accordance with the provisions of this Agreement, and for the change of the name of Subsidiary to FAA Serramonte, Inc.