Common use of Effect of Merger Clause in Contracts

Effect of Merger. On and after the Effective Date, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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 Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On and after the Effective DateTime, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private naturefranchises, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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 Constituent Corporations shall thenceforth attach to and be the sole responsibility of the Surviving Corporation and may be enforced against it the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On and after At the Effective DateTime of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Applicable Corporate Law"). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of the COMPANY shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of NEWCO shall be merged with and into the COMPANY, and the COMPANY, as the Surviving Corporation, shall be fully vested therewith. At the Effective Time of the Merger, the separate existence of NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises of a public public, as well as of a private private, nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 including subscriptions as to shares, all taxes, including those due and owing and those accrued, and all other things choses in action action, and all and every other interest of or belonging to each of or due to the Constituent Corporations, COMPANY and NEWCO shall be taken and deemed to be transferred to, and vested in in, the Surviving CorporationCorporation without further act or deed; and all property, rights, rights and 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 Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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 Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.the

Effect of Merger. On and after (a) At the Effective DateTime, the Surviving separate existence of the Acquisition Corporation shall possess cease and the Acquisition Corporation shall be merged with and into the Surviving Corporation, possessing all of the rights, privileges, powers and franchises franchises, as well of a public as well as of a private nature, and be being subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations; and . (b) At the Effective Time, all and singular 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 any 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 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 in either of the Constituent Corporations Corporations, shall not revert or be in any way impairedimpaired by reason of the Delaware Statute; 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 said debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On (i) Upon consummation of the Merger and after the Effective Datepursuant to this Agreement, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises franchises, as well as of a public as well as of a private nature, of S-US and be subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsTarget; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, whether real, personal and or mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock including subscriptions as to shares and all other things chooses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchisesaction, and all and every other interest interest, of or belonging or due to each of the merging corporations, shall be thereafter as effectually the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were of the Constituent Corporations, without further act or deed; and the title to any real estate estate, or any interest therein, vested by deed or otherwise, in either of the Constituent Corporations such corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either impaired by reason of the Constituent Corporations Merger. The Merger shall have all further effects as specified in all applicable corporate laws of the State of Delaware and such other state, if any, the laws of which shall govern the Merger. (ii) The Certificate of Incorporation and By-Laws of S-US in effect immediately prior to the Effective Time shall be preserved unimpairedthe Certificate of Incorporation and By-Laws of the Surviving Corporation, except to the extent amended in the Certificate of Merger in accordance with their respective provisions and applicable law. (iii) The officers and members of the Board of Directors of S-US immediately prior to Effective Time shall be the officers and members of the Board of Directors of the Surviving Corporation, and all debts, liabilities such persons will serve until their respective successors are duly elected and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itqualified.

Effect of Merger. On From and after the Effective DateTime, the separate existence of Acquisition Subsidiary shall cease, and the Surviving Corporation shall thereupon and thereafter, to the extent consistent with its Articles of Incorporation, possess all the rights, privileges, powers immunities, and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectually the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were of the Constituent Corporations, without further act or deed; 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 impairedimpaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Constituent Corporations; but all and any claim existing or action or proceeding, civil or criminal, pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Corporations may be enforced against the Surviving Corporation. Neither the rights of creditors and all nor any liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties impaired by reason of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itMerger.

Effect of Merger. On Upon the merger becoming effective, GCE Colorado shall merge with and after into GCE Maryland, which shall be the Effective Datesurviving corporation, the Surviving Corporation and GCE Colorado shall cease to exist. GCE Maryland shall possess all the rights, privileges, powers and 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 Corporations; Corporation, and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, Corporation and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions, as well for stock subscriptions as all other things in action or belonging to each of the Constituent CorporationsCorporation, shall be vested in the Surviving CorporationGCE Maryland; 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 GCE Maryland as effectually as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations Corporations, shall not revert or be in any way impaired; but and 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 GCE Maryland and may be enforced against it to the same extent as if said the debts, liabilities and duties had been incurred or contracted by itGCE Maryland.

Effect of Merger. On and after the Effective Date, the separate ------------------ existence of NALC shall cease and NALC shall be merged into Subsidiary in accordance with this Agreement, and the Surviving Corporation shall continue unaffected and unimpaired by the merger and shall possess all of the rights, privileges, powers powers, franchises, patents, trademarks, licenses and franchises registrations, both of a public as well as of a and private nature, and shall be subject to all the restrictions, disabilities and duties duties, of each of the Constituent Corporations; constituent corporations so merged, and all and singular the rights, privileges, powers powers, franchises, patents, trademarks, licenses, and franchises registrations of each of the Constituent Corporations, constituent corporations; and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations constituent corporations on whatever account, account as well as for stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations, constituent corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and powers, franchises, patents, trademarks, licenses and all registrations and every other interest thereafter shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Constituent Corporationsrespective constituent corporations, and the title to any real estate estate, whether vested by deed or otherwise, otherwise in either of the Constituent Corporations constituent corporations under the laws of the State of Florida or the State of Indiana, or any other state where real estate may be located, shall not revert or be in any way impaired; but be impaired by reason of the merger, provided that all rights of creditors and all liens upon any the property of either any of the Constituent Corporations constituent corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Corporations constituent corporations shall thenceforth then attach to the Surviving Corporation and may be enforced against it to the same extent as if said those debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On and after the Effective DateTime, the separate existence of Sub shall cease and Sub shall be merged with and into LynkTel, which as the Surviving Corporation shall shall, consistently with its Articles of Incorporation succeed to, and without other transfer, possess all the rights, privileges, immunities, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsSub; and all and singular rights, privileges, immunities, powers and franchises of each of the Constituent CorporationsSub, and all property, real, personal and mixed, causes of action and every other asset of, and all debts due to either of the Constituent Corporations Sub on whatever account, account as well for as stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations, Sub shall be vested vest in the Surviving Corporation; and all property, rights, privileges, immunities, 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 Constituent CorporationsSub, and the title to any real estate vested by deed or otherwiseotherwise in Sub, in either of the Constituent Corporations shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations Sub shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations Sub shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding pending by or against Sub may be prosecuted to judgment, which shall bind the Surviving Corporation, or the Surviving Corporation may be proceeded against or substituted in its place.

Effect of Merger. On The Merger shall have the effect provided therefor by the NYBCL and after the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective DateTime, the Surviving Corporation shall possess (i) all of the rights, privileges, powers and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 including without limitation subscriptions as to shares, and all other things choses in action action, and all and every other interest of or belonging to each of the Constituent Corporations, or due to KORU (NY) shall be taken and deemed to be transferred to, and vested in in, the Surviving CorporationCorporation without further act or deed; and all property, rights, rights and privileges, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Corporation, as they were of KORU (NY), and (ii) all debts, liabilities, duties and obligations of KORU (NY) shall become the Constituent Corporationsdebts, liabilities, duties and obligations of the Surviving Corporation, and the title to any real estate vested by deed or otherwise, in either Surviving Corporation shall thenceforth be responsible and liable for all of the Constituent Corporations debts, liabilities, duties and obligations of KORU (NY), and neither the rights of creditors nor any liens upon the property of KORU (NY) shall not revert or be in any way impaired; but all impaired by the Merger, and such rights of creditors and all liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and KORU (NY) may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itSurviving Corporation.

Effect of Merger. On eCom Nevada shall succeed to, without other transfer, and after the Effective Date, the Surviving Corporation shall possess and enjoy all the rights, privileges, powers and franchises as well of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the two Constituent Corporations; , and all and singular singular, the rights, privileges, powers and franchises of each of the Constituent Corporationscorporations, 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, 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 Constituent Corporations, and the title to any real estate vested by deed or otherwiseprovided, in either of the Constituent Corporations shall not revert or be in any way impaired; but that all rights of creditors and all liens upon on any property of either each of the Constituent Corporations shall be preserved unimpaired, limited to property affected by the liens at time of merger, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time the Surviving Corporation shall deem or be advised that any further assignments or assurances in law or things are necessary or desirable to vest, or to perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property acquired or to be acquired by reason of or as a result of merger provided for by this agreement, proper officers and directors of each of Constituent Corporations shall execute and deliver all proper deeds, assignments and assurances in law and do all things necessary or proper to vest, perfect or confirm title to property in the Surviving Corporation and otherwise to carry out the purpose of this Agreement.

Effect of Merger. On DHTT Nevada shall succeed to, without other transfer, and after the Effective Date, the Surviving Corporation shall possess and enjoy all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the two Constituent Corporations; , and all and singular singular, the rights, privileges, powers and franchises of each of the Constituent Corporationscorporations, 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, 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 Constituent Corporations, and the title to any real estate vested by deed or otherwiseprovided, in either of the Constituent Corporations shall not revert or be in any way impaired; but that all rights of creditors and all liens upon on any property of either each of the Constituent Corporations shall be preserved unimpaired, limited to property affected by the liens at time of merger, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time the Surviving Corporation shall deem or be advised that any further assignments or assurances in law or things are necessary or desirable to vest, or to perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property acquired or to be acquired by reason of or as a result of merger provided for by this agreement, proper officers and directors of each of Constituent Corporations shall execute and deliver all proper deeds, assignments and assurances in law and do all things necessary or proper to vest, perfect or confirm title to property in the Surviving Corporation and otherwise to carry out the purpose of this Agreement.

Effect of Merger. On and after At the Effective DateTime, the Surviving Corporation shall thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, powers immunities, powers, franchises, and franchises authority, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts . All obligations belonging to or 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, all of which 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 Constituent Corporationswithout further act or deed, 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; but be impaired by reason of the Merger. The Surviving Corporation shall be liable for all obligations of each of the Constituent Corporations, including liability to dissenting shareholders, and any claim existing, or action or proceeding pending by or against either of the Constituent Corporations, may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and all rights of creditors of each Constituent Corporation shall be preserved unimpaired, and all liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and on only the property affected by such liens immediately prior to the Effective Time, all debts, liabilities and duties with the effect set forth in the laws of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itstate of Florida.

Effect of Merger. On and after (a) At the Effective DateTime, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises franchises, as well as of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular . All of the rights, privileges, powers immunities and franchises of each of the Constituent Corporationsfranchises, and all property, real, personal real and mixedpersonal, 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 account to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving CorporationCorporation without further act or deed; and all of the property, rights, privileges, powers and franchisesimmunities, powers, franchises and all and every other interest of each of the Constituent Corporations thereafter shall be thereafter vested as effectually the property of effectively and fully in the Surviving Corporation as they were in each of the Constituent Corporations. (b) The Surviving Corporation shall be responsible and liable for all of the liabilities, obligations and penalties of each of the title to any real estate vested by deed or otherwiseConstituent Corporations; provided, in either however, that the liabilities, obligations and penalties of the Constituent Corporations shall not revert or be in any way impaired; but all affected by the Merger, and that the rights of the creditors and all of the Constituent Corporations, or any liens upon any the property of either of the Constituent Corporations shall not be preserved unimpairedimpaired by the Merger, and all debtsany claim existing or action or proceeding, liabilities and duties civil or criminal, pending by or against the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be proceeded against or substituted in the place of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itCorporations.

Effect of Merger. On and after the Effective Date, the Surviving ---------------- Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 and 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 Constituent Corporations, and the title to any real estate vested vested, by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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 Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On Internet Nevada shall succeed to, without other transfer, and after the Effective Date, the Surviving Corporation shall possess and enjoy all the rights, privileges, powers and franchises as well of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the two Constituent Corporations; , and all and singular singular, the rights, privileges, powers and franchises of each of the Constituent Corporationscorporations, 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, 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 Constituent Corporations, and the title to any real estate vested by deed or otherwiseprovided, in either of the Constituent Corporations shall not revert or be in any way impaired; but that all rights of creditors and all liens upon on any property of either each of the Constituent Corporations shall be preserved unimpaired, limited to property affected by the liens at time of merger, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. If at any time the Surviving Corporation shall deem or be advised that any further assignments or assurances in law or things are necessary or desirable to vest, or to perfect or confirm, of record or otherwise, in the Surviving Corporation the title to any property acquired or to be acquired by reason of or as a result of merger provided for by this Agreement, proper officers and directors of each of Constituent Corporations shall execute and deliver all proper deeds, assignments and assurances in law and do all things necessary or proper to vest, perfect or confirm title to property in the Surviving Corporation and otherwise to carry out the purpose of this Agreement.

Effect of Merger. On and after As of the Effective Date, the : (a) The Surviving Corporation shall possess all of the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities disabilities, obligations and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporationsexcept as otherwise herein provided, and except as otherwise provided by law; (b) The Surviving Corporation shall be vested, without further action, with all property, be it real, personal and personal, or mixed, and all debts due to either of the Constituent Corporations on whatever account, 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 and (c) All property, rights, privileges, powers and franchises, and all and every other interest franchises of the Constituent Corporations shall be thereafter as effectually effectively the property of the Surviving Corporation as they originally were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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, obligations, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation to, and may be enforced against it the Surviving Corporation to the same extent as if said such debts, liabilities liabilities, obligations and duties had been incurred or contracted by it.

Effect of Merger. On and after Upon consummation of the Merger at the Effective DateTime NCC shall merge with and into Surviving Corporation, which shall be the surviving corporation, and NCC shall cease to exist. Surviving Corporation shall possess all the rights, privileges, powers and 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 Corporations; Entity, and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, Entity and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations Entity on whatever account, for stock subscriptions, as well for stock subscriptions as all other things in action or belonging to each of the Constituent CorporationsEntity, 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 effectually as they were of the Constituent CorporationsEntity, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations Entity, shall not revert or be in any way impaired; but and all rights of creditors and all liens upon any property of either of the Constituent Corporations Entities shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations Entities shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said the debts, liabilities and duties had been incurred or contracted by itSurviving Corporation.

Effect of Merger. On and after At the Effective DateTime, the Surviving Corporation shall thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, powers immunities, powers, franchises, and franchises authority, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts . All obligations belonging to or 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, all of which 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 Constituent Corporationswithout further act or deed, 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; but be impaired by reason of the Merger. The Surviving Corporation shall be liable for all obligations of each of the Constituent Corporations, including liability to dissenting shareholders, and any claim existing, or action or proceeding pending by or against either of the Constituent Corporations, may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and all rights of creditors of each Constituent Corporation shall be preserved unimpaired, and all liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and on only the property affected by such liens immediately prior to the Effective Time, all debts, liabilities and duties with the effect set forth in the laws of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itState of Florida.

Effect of Merger. On and after the Effective Date, Date of the Merger: (a) The Surviving Corporation shall possess all of the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities disabilities, obligations and duties of each of the Constituent Corporations; and all and singular rightsMerged Corporation, privileges, powers and franchises of each of the Constituent Corporations, and except as otherwise herein provided or by law; (b) The Surviving Corporation shall be vested with all property, be it real, personal and personal, or mixed, and all debts due to either of the Constituent Corporations Merged Corporation on whatever account, 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 Merged Corporation; and all and (c) All property, rights, privileges, powers and franchises, and all and every other interest franchises of the Merged Corporation shall be thereafter as effectually the property of the Surviving Corporation as they originally were of the Constituent CorporationsMerged Corporation, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations Merged Corporation shall be preserved unimpaired, and all debts, liabilities liabilities, obligations, and duties of the Constituent Corporations Merged Corporation shall thenceforth attach to the Surviving Corporation to, and may be enforced against it the Surviving Corporation to the same extent as if said such debts, liabilities liabilities, obligations and duties had been incurred or contracted by it.

Effect of Merger. On Upon the merger becoming effective, ---------------- Knight Nevada shall merge with and after into Knight Maryland, which shall be the Effective Datesurviving corporation, the Surviving Corporation and Knight Nevada shall cease to exist. Knight Maryland shall possess all the rights, privileges, powers and franchises franchisees 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 Corporations; Corporation, and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, Corporation 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 well as all other things in action or belonging to each of the Constituent Corporations, Corporation shall be vested in the Surviving CorporationKnight Maryland; 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 Knight Maryland as effectually as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations Corporations, shall not revert or be in any way impaired; but and 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 Knight Maryland and may be enforced against it to the same extent as if said the debts, liabilities and duties had been incurred or contracted by it.

Effect of Merger. On From and after the Effective DateTime, the separate existence of the Merging Corporation shall cease, and the Surviving Corporation shall thereupon and thereafter, to the extent consistent with its Articles of Incorporation as established or changed by the Merger, possess all the rights, privileges, powers immunities and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchisesaction, and all and every other interest interest, of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectually the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were of the Constituent Corporations, without further act or deed; 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 impairedimpaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Constituent Corporations; but all and any claim existing or action or proceeding, civil or criminal, pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Corporations may be enforced against the Surviving Corporation. Neither the rights of creditors and all nor any liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties impaired by reason of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itMerger.

Effect of Merger. On Upon and after the Effective Date, the separate existence of the Company shall cease and shall be merged into Acquisition, with Acquisition as the Surviving Corporation shall possess possessing all the rights, privileges, powers immunities and franchises of a franchises, public as well as of a private natureand private, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporationsconstituent corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, mixed and all debts due to either of the Constituent Corporations on whatever account, as well for stock including subscriptions as to shares and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the constituent corporations shall be thereafter as effectually the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were of the Constituent Corporations, without further act or deed; and the title to any real estate or any interest therein, vested by deed or otherwise, in either any of the Constituent Corporations constituent corporations shall not revert to or be in any way impaired; but impaired by reason of the merger contemplated herein. The Surviving Corporation shall, after the Effective Date, be responsible for all the liabilities and obligations of each of the constituent corporations and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted or defended by the Surviving Corporation as if such merger had not taken place. Neither the rights of creditors and all nor any liens upon any the property of either any of the Constituent Corporations constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itmerger contemplated herein.

Effect of Merger. On and after Upon consummation of the Merger at the Effective DateTime AVRS shall merge with and into Surviving Corporation, which shall be the surviving corporation, and AVRS shall cease to exist. Surviving Corporation shall possess all the rights, privileges, powers and 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 Corporations; Corporation, and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, Corporation and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, for stock subscriptions, as well for stock subscriptions as all other things in action or belonging to each of the Constituent CorporationsCorporation, 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 effectually as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations Corporations, shall not revert or be in any way impaired; but and 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 said the debts, liabilities and duties had been incurred or contracted by itSurviving Corporation.

Effect of Merger. On and after As of the Effective Date, the Surviving Corporation Merged Corporations shall succeed to, without other transfer, and shall possess and enjoy all the rights, privileges, immunities, powers and franchises both of a public as well as of and a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all al property, real, personal and mixed, and all debts due to either of the any Constituent Corporations on Corporation in whatever account, as well for stock subscriptions as well as for all other things in action or belonging to each of the Constituent Corporationssaid corporations, shall be vested in the Surviving respective Merged Corporation; and all property, rights, privileges, immunities, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving respective Merged Corporation as they were of the respective Constituent CorporationsCorporation, and the title to any real estate estate, if any, vested by deed or otherwise, otherwise in either any of the Constituent Corporations shall not revert or be in any way impairedimpaired by the consolidation; but provided, however, that all rights of creditors and all liens upon any property of either of the any Constituent Corporations Corporation shall be preserved unimpaired, limited in lien to the property affected by such liens, as of the Effective Date, and all debts, liabilities and duties of the any Constituent Corporations Corporation shall thenceforth attach to the Surviving respective Merged Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itthat Merged Corporation.

Effect of Merger. On and after At the Effective DateTime of the Merger, the Surviving effect of the Merger shall be as provided in the applicable provisions of the Florida Business Corporation shall possess Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger (i) all the rights, privileges, powers and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular 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 including subscriptions as to shares, and all other things choses in action action, and all and every other interest of or belonging to each of the Constituent Corporations, or due to AES shall be taken and deemed to be transferred to, and vested in in, the Surviving CorporationCorporation without further act or deed; and all property, rights, rights and privileges, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Corporation, as they were of the Constituent CorporationsAES, and (ii) all debts, liabilities, duties and obligations of AES shall become the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations shall not revert or be in any way impaired; 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 Constituent Corporations shall thenceforth attach to Surviving Corporation and the Surviving Corporation shall thenceforth be responsible and may liable for all the debts, liabilities, duties and obligations of AES and neither the rights of creditors nor any liens upon the property of AES shall be impaired by the Merger, and such rights and liens shall be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itSurviving Corporation.

Effect of Merger. On and after (a) Except as specifically set forth herein or in the Agreement of Merger, at the Effective DateTime, the Surviving separate existence of the Acquisition Corporation shall possess cease and the Acquisition Corporation shall be merged with and into the Surviving Corporation, possessing all the rights, privileges, powers and franchises franchises, as well of a public as well as of a private nature, and be being subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations; and . (b) At the Effective Time, all and singular 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 any 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 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 in either of the Constituent Corporations Corporations, shall not revert or be in any way impairedimpaired by reason of the Delaware Statute; 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 said debts, liabilities and duties had been incurred or contracted by it.