Common use of Effect of Mergers Clause in Contracts

Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the laws of the State in which each COMPANY is incorporated. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each COMPANY shall continue unaffected and unimpaired by the Mergers and the corporate franchises, existence and rights of each NEWCO shall be merged with and into the respective COMPANIES, and the COMPANIES, as the Surviving Corporations, shall be fully vested therewith. At the Effective Time of the Mergers, the separate existence of each NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporations shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all Taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each NEWCO and each COMPANY shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporations without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively the property of the respective Surviving Corporations as they were of each NEWCO and each COMPANY; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states of incorporation vested in each respective NEWCO and COMPANY, shall not revert or be in any way impaired by reason of the Mergers. Except as otherwise provided herein, each Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the respective NEWCO and COMPANY and any claim existing, or action or proceeding pending, by or against a NEWCO or COMPANY may be prosecuted as if the Merger involving such NEWCO or COMPANY had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO or COMPANY shall be impaired by the Merger involving such NEWCO or COMPANY, and all debts, liabilities and duties of such NEWCO and COMPANY shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers shall be as provided in the applicable provisions of the General Corporation Law and the Limited Liability Company Act of the State of Delaware (the "Delaware GCL") and the laws of the State in which each COMPANY is incorporated). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each COMPANY the COMPANIES shall continue unaffected and unimpaired by the Mergers and the corporate franchises, existence and rights of each NEWCO shall be merged with and into the respective COMPANIES, and the COMPANIES, as the Surviving Corporations, shall be fully vested therewith. At the Effective Time of the Mergers, the separate existence of each NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporations shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all Taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each NEWCO and each COMPANY shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporations without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively the property of the respective Surviving Corporations as they were of each NEWCO and each COMPANY; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states state of incorporation vested in each respective NEWCO and COMPANY, shall not revert or be in any way impaired by reason of the Mergers. Except as otherwise provided herein, each Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the respective NEWCO and COMPANY and any claim existing, or action or proceeding pending, by or against a NEWCO or COMPANY may be prosecuted as if the Merger involving such NEWCO or COMPANY had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO or COMPANY shall be impaired by the Merger involving such NEWCO or COMPANY, and all debts, liabilities and duties of such NEWCO and COMPANY shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the laws of the State in which each COMPANY is incorporatedof Florida. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each COMPANY shall continue unaffected and unimpaired by the Mergers and the corporate franchises, existence and rights of each NEWCO shall be merged with and into the respective COMPANIES, and the COMPANIES, as the Surviving Corporations, shall be fully vested therewith. At the Effective Time of the Mergers, the separate existence of each NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporations shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all Taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each NEWCO and each COMPANY shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporations without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively the property of the respective Surviving Corporations as they were of each NEWCO and each COMPANY; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states of incorporation vested in each respective NEWCO and COMPANY, shall not revert or be in any way impaired by reason of the Mergers. Except as otherwise provided herein, each Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the respective NEWCO and COMPANY and any claim existing, or action or proceeding pending, by or against a NEWCO or COMPANY may be prosecuted as if the Merger involving such NEWCO or COMPANY had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO or COMPANY shall be impaired by the Merger involving such NEWCO or COMPANY, and all debts, liabilities and duties of such NEWCO and COMPANY shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers shall be as provided in the applicable provisions of the General New Jersey Business Corporation Law of the State of Delaware Act (the "Delaware GCLApplicable Corporate Law") and the laws of the State in which each COMPANY is incorporated). Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each the COMPANY shall continue unaffected and unimpaired by the Mergers and the corporate franchises, existence and rights of each NEWCO shall be merged with and into the respective COMPANIESCOMPANY, and the COMPANIESCOMPANY, as the Surviving Corporations, shall be fully vested therewith. . (a) At the Effective Time of the MergersMerger I, the separate existence of each NEWCO I shall cease and, in accordance with the terms of this Agreement, the Merger I Surviving Corporations Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, all taxes, including those due and owing and those accrued, and all Taxesother choses in action, and all and every other interest of or belonging to or due (b) At the Effective Time of Merger II, the separate existence of NEWCO II shall cease and, in accordance with the terms of this Agreement, the Merger II Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each FOUNDER B and NEWCO and each COMPANY II shall be taken and deemed to be transferred to, and vested in, the respective Merger II Surviving Corporations Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively effectually the property of the respective Merger II Surviving Corporations Corporation as they were of each FOUNDER B and NEWCO II; and each COMPANYthe title to any real estate, or interest therein, whether by deed or otherwise, under the -11- 19 laws of the state of incorporation vested in FOUNDER B and NEWCO II, shall not revert or be in any way impaired by reason of Merger II. Except as otherwise provided herein, the Merger II Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of FOUNDER B and NEWCO II and any claim existing, or action or proceeding pending, by or against FOUNDER B or NEWCO II may be prosecuted as if Merger II had not taken place, or the Merger II Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of FOUNDER B or NEWCO II shall be impaired by Merger II, and all debts, liabilities and duties of FOUNDER B and NEWCO II shall attach to the Merger II Surviving Corporation, and may be enforced against the Merger II Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by the Merger II Surviving Corporation. (c) At the Effective Time of Merger III, the separate existence of NEWCO III shall cease and, in accordance with the terms of this Agreement, the Merger III Surviving Corporation shall possess all the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to FOUNDER C and NEWCO III shall be taken and deemed to be transferred to, and vested in, the Merger III Surviving Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Merger III Surviving Corporation as they were of FOUNDER C and NEWCO III; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states state of incorporation vested in each respective FOUNDER C and NEWCO and COMPANYIII, shall not revert or be in any way impaired by reason of the MergersMerger III. Except as otherwise provided herein, each the Merger III Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the respective FOUNDER C and NEWCO and COMPANY III and any claim existing, or action or proceeding pending, by or against a FOUNDER C or NEWCO or COMPANY III may be prosecuted as if the Merger involving such NEWCO or COMPANY III had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO or COMPANY shall be impaired by the Merger involving such NEWCO or COMPANY, and all debts, liabilities and duties of such NEWCO and COMPANY shall attach to the respective Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.not

Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers each Merger shall be as provided in the applicable provisions of the General Corporation Law corporation law of the State of Delaware Texas (the "Delaware GCLCorporation Statute") and the laws law of the State in which each COMPANY is incorporatedof Delaware. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each COMPANY shall continue unaffected and unimpaired by the Mergers its Merger and the corporate franchises, existence and rights of each NEWCO ACQUISITION CORP. shall be merged with and into the respective COMPANIESrelated COMPANY, and the COMPANIESeach COMPANY, as the Surviving CorporationsCorporation, shall be fully vested therewith. At the Effective Time of the Mergerseach Merger, the separate existence of each NEWCO ACQUISITION CORP. shall cease and, in accordance with the terms of this Agreement, the Surviving Corporations Corporation shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all Taxestaxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each NEWCO COMPANY and each COMPANY the related ACQUISITION CORP. shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporations Corporation without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively effectually the property of the respective Surviving Corporations Corporation as they were of each NEWCO COMPANY and each COMPANYthe related ACQUISITION CORP.; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states state of incorporation vested in each respective NEWCO COMPANY and COMPANYthe related ACQUISITION CORP., shall not revert or be in any way impaired by reason of the MergersMerger. Except as otherwise provided herein, each the Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each COMPANY and the respective NEWCO and COMPANY related ACQUISITION CORP. and any claim existing, or action or proceeding pending, by or against a NEWCO each COMPANY or COMPANY the related ACQUISITION CORP. may be prosecuted as if the Merger involving such NEWCO or COMPANY had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO COMPANY or COMPANY an ACQUISITION CORP. shall be impaired by the Merger involving such NEWCO or COMPANYa Merger, and all debts, liabilities and duties of such NEWCO each COMPANY and COMPANY the related ACQUISITION CORP. shall attach to the respective Surviving Corporation, and may be enforced against such the related Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such the related Surviving Corporation.