Common use of Effect of the Merger Clause in Contracts

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Date of the Merger, the Surviving Corporation shall succeed to and shall possess and enjoy all the rights, privileges, immunities immunities, powers and franchises, as well both of a public as of a and private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; Corporations, and all property, real, personal personal, and mixed, including patents, trademarks, tradenames, and all debts due to any either of the Constituent Companies Corporations on whatever account, including for stock subscriptions to shares, and as well as for all other things in action and or all and every other interest, of or rights belonging to each either of the Constituent Companies, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredsaid corporations; and all said property, rights, privileges, immunities immunities, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as effectively as they were of the respective Constituent CompaniesCorporations, and the title to of any real estate vested by deed or otherwise in either of the said Constituent Companies Corporations shall not revert or be in any way impaired by reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of the said Constituent Companies Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens prior to the Effective Date of the Merger, and all debts, liabilities liabilities, and duties of the said Constituent Companies Corporations, respectively, shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts, liabilities liabilities, and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromfirst instance by the Surviving Corporation.

Effect of the Merger. Upon At the effectiveness of Effective Time, to the Mergerfull extent provided under Delaware Law, OTE, as the Surviving Corporation of the Merger with MergerCo, shall possess all the rights, privileges, immunities powers, and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties, duties of each of the Constituent Companies; merged entities. All rights, privileges, powers, and franchises of each of the merged entities, and all property, property (real, personal personal, and mixed, ) and all debts due to any either of the Constituent Companies merged entities on whatever account, including as well as stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companiesmerged entities, shall be vested in OTE, as the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all Corporation. All property, rights, privileges, immunities powers, and franchises, and all and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Constituent Companiesrespective corporation, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies constituent entity, 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 Companies constituent entity shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Companies constituent entities shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts, liabilities liabilities, and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon The Merger shall have the effectiveness effect provided therefore by the Nevada Revised Statutes (“NRS”). Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choices in action action, and all and every other interest, interest of or belonging to each of or due to the Constituent CompaniesCompany or the Acquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of the Constituent CompaniesCompany and the Acquirer, as a group, and the title to any real estate vested by deed or otherwise in either (ii) all debts, liabilities, duties and obligations of the Constituent Companies Company and the Acquirer, as a group, subject to the terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of the Surviving CorporationCompany and the Acquirer, as a group, and neither the rights of creditors nor any liens upon the property of Company or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to the Constituent CompaniesCompany or the Acquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of the Constituent CompaniesCompany and the Acquirer, as a group, and the title to any real estate vested by deed or otherwise in either (ii) all debts, liabilities, duties and obligations of the Constituent Companies Company and the Acquirer, as a group, subject to the terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of the Surviving CorporationCompany and the Acquirer, as a group, and neither the rights of creditors nor any liens upon the property of the Company or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon the effectiveness of the Merger, the (a) The Surviving Corporation shall shall, without transfer, thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights, rights privileges, immunities immunities, powers, franchises and franchisesauthority, as well of a public as well as of a private nature, and be subject to all of the restrictions, disabilities disabilities, and duties, duties of each of the Constituent Companies; and all property, real, personal and mixedCorporations, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, obligations of or belonging to each or due to either of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed deed; all assets and without any transfer or assignment having occurred; property of every description, and all propertyevery interest therein, rightswherever located, and the rights privileges, immunities and immunities, powers, franchises, and all and every other interest authority shall thereafter be thereafter as effectually the property of the Surviving Corporation as effectively as when they were the property of the Constituent CompaniesCorporations, and the title to any real estate or any interest therein vested by deed or otherwise in either of the Constituent Companies Corporations shall not revert or be in any way be impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either the Constituent Corporations existing as of the Constituent Companies Effective Time shall be preserved unimpaired, ; and all debts, liabilities liabilities, and duties of the Constituent Companies Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said such debts, liabilities liabilities, and duties had been incurred for or contracted by it; and all other effects of any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger specified had not taken place, or the Surviving Corporation may be substituted in the NRS shall result therefromany such action or proceeding.

Effect of the Merger. Upon The Merger shall have the effect as provided in the Delaware Act and the California Act, including that, upon the effectiveness of the Merger, (i) the separate existence of Merger Sub shall cease (except as may be continued by operation of law), (ii) Company shall be Surviving Corporation Company of the Merger, (iii) Surviving Company shall possess all of the rights, privileges, immunities powers and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, franchises of each of the Constituent Companies; Corporations, and all property, property (real, personal and mixed, ) and all debts due to any of the Constituent Companies on Corporations in whatever accountamount, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and Company, (iv) all property, rights, privileges, immunities powers and franchises, franchises and all each and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company as they were of the Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either any of the Constituent Companies Corporations shall not revert or be in any way impaired by reason of the Merger; but , and (v) all rights of creditors and all liens upon any property of either any of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Corporations shall thenceforth henceforth attach to the Surviving Corporation, Company 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; it and all other effects of the Merger specified in the NRS Surviving Company shall result therefromtimely pay such debts, liabilities and duties.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation Company shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving CorporationCompany, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Time, the effect of the MergerMerger shall be as provided in this Agreement and in Section 261 of Delaware Law and other applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of CKS and Merger Sub; and all and singular, the Constituent Companies; rights, privileges, powers and franchises of each of CKS and Merger Sub, and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies CKS and Merger Sub on whatever account, including as well as for stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCKS and Merger Sub, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCKS and Merger Sub, 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 Companies CKS and Merger Sub, 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 Companies CKS and Merger Sub shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies CKS and Merger Sub shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, such debts and liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.. 1.4

Effect of the Merger. Upon At the effectiveness of Effective Time, to the Mergerfull extent provided under Utah Law, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and any and all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well as stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall change its name to "PNW Capital, Inc."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of Merger has been effected, the MergerSurviving -------------------- Corporation shall retain the name "Callmate Telecom International, Inc."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the any such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness of the MergerEffective Time, the Surviving Corporation shall continue its corporate existence under the Laws of the State of Delaware and shall possess all the rights, privileges, immunities powers, and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties, duties of each of the Constituent CompaniesCorporations; and all and singular rights, privileges, powers, and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well as for stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Companies Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, such debts and liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon In accordance with the effectiveness provisions of this Agreement and the Texas Business Corporation Act (the "TBCA"), at the Effective Time (as defined in Section 1.2 hereof), Newco shall be merged with and into Allied; the separate existence of Newco shall cease; and Allied as the surviving corporation shall continue its corporate existence under the laws of the State of Texas. Pursuant to the Merger, the Surviving Corporation Allied shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private naturepowers, and franchises of Newco and shall be subject to all the restrictions, disabilities disabilities, and dutiesduties of Newco; all rights, privileges, powers, and franchises of each of the Constituent Companies; Newco and all property, real, personal personal, and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, Newco shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredAllied; and all property, rights, privileges, immunities and franchisespowers, and all franchises and every other interest shall be thereafter as effectually the property of the Surviving Corporation Allied as they were of the Constituent CompaniesNewco, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies Newco shall not revert or be in any way impaired by reason of the Merger; but , provided that all rights of creditors and all liens upon any 9 property of either of the Constituent Companies Newco shall be preserved unimpaired, unimpaired and all debts, liabilities liabilities, and duties of the Constituent Companies Newco shall thenceforth attach to the Surviving Corporation, and Allied as may be enforced against it Newco to the same extent as if said debts, liabilities liabilities, and duties had have been incurred or contracted by it; and all other effects Allied. Without limiting the generality of the foregoing, the Merger specified shall have the effects as set forth in the NRS shall result therefromTBCA.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall thereupon and thereafter possess all of the public and private rights, privileges, immunities powers and franchises, as well of a public as of a private nature, franchises and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and all and each of the rights, privileges, powers and franchises of each of the Constituent Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies Corporations shall thenceforth attach to the Surviving 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness of the MergerEffective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well of a public as of a private nature, of Sub and Marshalltown (collectively, the "Constituent Corporations") and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all propertyproperty of each of the Constituent Corporations, real, personal and mixed, and all debts due to any each of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all assets, property, rights, privileges, immunities powers and franchises, franchises and all and every other interest of each of the Constituent Corporations shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent Companies, Corporations; and the title to any real estate vested by deed or otherwise under the laws of the United States, the State of Delaware, or other jurisdiction in either each of the Constituent Companies Corporations shall be vested in the Surviving Corporation and 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of each of the Constituent Companies Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said such debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation Company shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving CorporationCompany, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS TLLCA shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Time of the Merger, the effect of the Merger shall be as provided in the applicable provisions of the MBCA. Without limiting the generality of the MBCA, and subject to its provisions, at the Effective Time of the Merger the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities powers and franchises, as well of a public as of well as a private nature, of the Constituent Corporations, and be shall become subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to any of the each such Constituent Companies Corporation, on whatever account, including subscriptions to shares, and all other things choses in action and all and every other interest, of or belonging to each of the Constituent Companiessuch corporation, shall be become vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all property, rights, privileges, immunities powers and franchises, and all and every other interest shall be become thereafter as effectually the property of the Surviving Corporation as they were are of the Constituent Companies, Corporations; and the title to any real estate property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of the such Constituent Companies Corporations shall not revert or be become in any way impaired by reason of the Merger; but all rights of creditors and all liens Liens upon any property of either of the Constituent Companies Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth thereforth attach to the Surviving Corporation, Corporation and may shall be enforced enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness of the MergerEffective Time, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well of a whether public as of a private natureor private, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and of each of the Constituent Corporations, all debts due to any either of the Constituent Companies them on whatever account, including subscriptions to shares, account and all other things in action and all and every other interest, of or belonging to each either of the Constituent Companies, them shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, privileges, immunities powers and franchises, franchises and all and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Constituent Companies, Corporations; and the title to any real estate estate, whether vested by deed or otherwise otherwise, in either of the Constituent Companies Corporations shall not revert or be in any way impaired by reason of the Merger; but and the Surviving Corporation shall thenceforth be liable for all debts, liabilities and duties of each of the Constituent Corporation, and all said debts, liabilities and duties shall thenceforth attach to and become the debts, liabilities and duties of the Surviving Corporation. No liability or obligation due or to become due at the Effective Time, and no claim or demand for any cause then existing against either of the Constituent Corporations shall be released or impaired by the Merger, and all rights of creditors and all liens upon any property of either of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies Corporations shall thenceforth attach to the Surviving 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things causes in action action, and all and every other interest, interest of or belonging to each of or due to APOLLO or the Constituent CompaniesACQUIRER, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of APOLLO and the Constituent CompaniesACQUIRER, as a group, and (ii) all debts, liabilities, duties and obligations of APOLLO and the title ACQUIRER, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of APOLLO and the Surviving CorporationACQUIRER, as a group, and neither the rights of creditors nor any liens upon the property of APOLLO or the ACQUIRER, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon At the effectiveness of Effective Time, to the Mergerfull extent provided under California Law, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and any and all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well as stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to Tech Full or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of Tech Full and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Tech Full and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of Tech Full and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of Tech Full or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon At and after the effectiveness of Effective Date: (a) the Merger, the -------------------- Surviving Corporation shall possess all of the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and nature of each of the Constituent Corporations; (b) the Surviving Corporation shall be subject to all of the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and (c) all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well as stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and (d) all property, rights, privileges, immunities powers and franchises, and all and every other interest of each of the Constituent Corporations shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but (e) all rights of creditors and all liens upon any property of either of the Constituent Companies Corporations shall be preserved unimpaired, ; and (f) all debts, liabilities and duties of the Constituent Companies Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts, debts and liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Time of the Merger, the separate corporate existence of Merger Sub shall cease and Keystone, as the surviving corporation in the Merger (hereinafter referred to for the periods at and after the Effective Time of the Merger as the "Surviving Corporation"), shall continue its corporate existence under the BCL as a wholly-owned subsidiary of Acquiror. At and after the Effective Time of the Merger, the Merger shall have the effects specified in Section 1929 of the BCL, including: (i) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities powers, immunities, purposes and franchises, as well of a public as of well as a private nature, of the Constituent Corporations, and be shall become subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; (ii) all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to any of the each such Constituent Companies Corporation, on whatever account, including subscriptions to shares, and all other things choses in action and all and every other interest, of or belonging to each of the Constituent Companiessuch corporation, shall be become vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and (iii) all property, rights, privileges, immunities powers and franchises, and all and every other interest shall be become thereafter as effectually the property of the Surviving Corporation as they were are of the Constituent Companies, Corporations; and (iv) the title to any real estate property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of the such Constituent Companies Corporations shall not revert or be become in any way impaired by reason of the Merger; , but all rights of creditors and all liens Liens upon any property of either of the Constituent Companies Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth thereforth attach to the Surviving Corporation, Corporation and may shall be enforced enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified foregoing in accordance with the NRS shall result therefromapplicable provisions of the BCL.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the DGCL and CGCL. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to Xxxxxx or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of Xxxxxx and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Xxxxxx and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of Xxxxxx and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of Xxxxxx or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon The Merger shall have the effectiveness effect provided therefor by the DGCL. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, powers and franchises, of a public, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to Nytis (USA) or the Constituent CompaniesMerger Sub, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of Nytis (USA) and the Constituent CompaniesMerger Sub, as a group, and (ii) all debts, liabilities, duties and obligations of Nytis (USA) and the title Merger Sub, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of Nytis (USA) and the Surviving CorporationMerger Sub, as a group, and neither the rights of creditors nor any liens upon the property of Nytis (USA) or the Merger Sub, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon At the effectiveness Effective Time, the effect of -------------------- the Merger shall be as provided in the applicable provisions of the MergerGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, the Surviving Corporation shall possess all the rights, privileges, immunities power and franchises, franchises as well of a public as of a private nature, nature and shall be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the such Constituent Companies, Corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, under the laws of the State of Delaware, in either of the such Constituent Companies 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 such Constituent Companies Corporation shall be preserved unimpaired, . and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the -------------------- Merger, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities 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 Company and Merger Sub (the "Constituent CompaniesCorporations"); and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, account and all other things choses in action action, and all and every other interest, of or belonging to or due each of the Constituent Companies, Corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, privileges, immunities 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 Companies, and the title to any real estate estate, or any interest therein, vested by deed in the Company, Merger Sub or otherwise in either of the Constituent Companies Surviving Corporation shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations so merged; but any claim existing or action or proceeding pending by or against any 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. The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the GCL, and neither the rights of creditors and all nor any liens upon any property of either the respective properties of the Constituent Companies Corporations and the Surviving Corporation shall be preserved unimpaired, and impaired by the Merger; all debts, liabilities and duties of with the Constituent Companies 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; and all other effects of the Merger specified effect set forth in the NRS shall result therefromGCL.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation retain its name DNA Print genomics, Inc. and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall retain the name "Queen City Mobile Homes, Inc.," and the Articles of Incorporation in South Dakota shall not be amended. The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon The Merger shall have the effect as provided in the DGCL, including that upon the effectiveness of the Merger, (i) the separate existence of Merger Sub shall cease (except as may be continued by operation of law), (ii) the Company shall be the surviving corporation of the Merger, (iii) the Surviving Corporation shall possess all of the rights, privileges, immunities powers and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, franchises of each of the Constituent Companies; Corporations, and all property, property (real, personal and mixed, ) and all debts due to any of the Constituent Companies on Corporations in whatever accountamount, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and Corporation, (iv) all property, rights, privileges, immunities powers and franchises, franchises and all each and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either any of the Constituent Companies Corporations shall not revert or be in any way impaired by reason of the Merger; but , and (v) all rights of creditors and all liens Liens upon any property of either any of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Corporations shall thenceforth henceforth attach to the Surviving Corporation, Corporation and may be enforced against it the Surviving Corporation to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Corporation.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation Company shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent CompaniesCorporations; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies Corporations on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Corporations shall thenceforth attach to the Surviving CorporationCompany, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS TBCA shall result therefrom.

Effect of the Merger. Upon (a) At the effectiveness Effective Time, the effect of the MergerMerger shall be as provided in Section 259 of the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, at the Surviving Corporation Effective Time, DL shall possess thereupon and thereafter possess, without other transfer, all the rights, privileges, immunities and powers, franchises, as well patents, trademarks, licenses, registrations and other assets of a public as every kind and description of a private natureboth Merger Sub and DL, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent Companiesboth Merger Sub and DL; and all the rights, privileges, powers and franchises of both Merger Sub and DL, and all the property, real, personal and mixed, and all debts due to any of the Constituent Companies both Merger Sub and DL, on whatever account, including subscriptions to shares, and account as well as all other things in action and all and every other interest, of or belonging to each of the Constituent Companieseither Merger Sub or DL, shall shall, without other transfer, be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredDL; and all property, rights, privileges, immunities powers, franchises, patents, trademarks, licenses, registrations and franchisesother assets of every kind and description of Merger Sub, and all and every other interest shall of Merger Sub, shall, without other transfer, be thereafter as effectually the property of the Surviving Corporation DL as they were of the Constituent CompaniesMerger Sub, and the title to any real estate vested in Merger Sub under any applicable laws by deed or otherwise in either of the Constituent Companies shall not revert or be in any way impaired by reason of the MergerGeneral Corporation Law of the State of Delaware; but all rights of creditors and all liens upon any property of either of the Constituent Companies Merger Sub shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Merger Sub shall thenceforth attach to the Surviving Corporation, DL and may be enforced against it DL to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromDL.

Effect of the Merger. Upon At the effectiveness Effective Time, the Company shall be merged with and into Merger Sub in accordance with the provisions of the MergerDGCL, the separate existence of the Company shall cease, Merger Sub shall continue as the surviving corporation (the “Surviving Corporation shall Corporation”), and Merger Sub shall, without any other act or transfer, succeed to and possess all of the rights, privileges, immunities immunities, powers, franchises and franchises, as well of a authority (both public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each private) of the Constituent Companies; Company and Merger Sub shall vest in the Surviving Corporation (i) all propertyof the assets and property of the Company and Merger Sub of every kind, nature and description (real, personal and mixed, and both tangible and intangible) and every interest therein, wheresoever located, including without limitation all debts or other obligations belonging or due to the Company or Merger Sub, and all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Corporation, and (ii) all debts and obligations of the Company and Merger Sub, all rights of creditors of the Company or Merger Sub and all liens or security interests encumbering any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each property of the Constituent Companies, Company or Merger Sub shall be vested in the Surviving Corporation and shall remain in full force and effect without further act modification or deed impairment and without any transfer or assignment having occurred; and all property, rights, privileges, immunities and franchises, and all and every other interest shall be thereafter as effectually the property of enforceable against the Surviving Corporation and its assets and properties with the same full force and effect as they were if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Corporation in its own name and for its own behalf. The Merger shall have the effects set forth in Section 259 of the Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefromDGCL.

Effect of the Merger. Upon (a) At the effectiveness of the MergerEffective Time, the Surviving Corporation GB shall thereupon and thereafter possess all the estates, rights, privileges, immunities and powers, franchises, as well patents, trademarks, licenses, registrations and other assets of a public as every kind and description of a private natureboth Glacier and GB, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent Companiesboth Glacier and GB; and all the rights, privileges, powers and franchises of both Glacier and GB, and all the property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to sharesboth Glacier and GB, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, either Glacier and GB shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredGB; and all property, rights, privileges, immunities powers, franchises, patents, trademarks, licenses, registrations and franchisesother assets of every kind and description of Glacier, and all and every other interest of Glacier, shall be thereafter as effectually the property of the Surviving Corporation GB as they were of the Constituent CompaniesGlacier, and the title to any real estate vested in Glacier by deed or otherwise in either of the Constituent Companies shall not revert or be in any way be impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies Glacier shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Glacier shall thenceforth attach to the Surviving Corporation, GB and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall change its name to " Industrial Minerals, Inc."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness The effect of the Merger, Merger shall be as set forth in the DGCL. From and after the Effective Time the Surviving Corporation shall possess all of the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well as for stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 Companies, Corporations; and the title to any real estate vested by deed or otherwise otherwise, in either each of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Companies Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, debts and liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon On and after the effectiveness of Effective Date: (a) the Merger, Merger in all respects shall have the effect provided for under the PABCL and DGCL and in this Agreement; (b) the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and nature of each of the Constituent Corporations; (c) the Surviving Corporation shall be subject to all of the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and (d) all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and (e) all property, rights, privileges, immunities powers and franchises, franchises and all and every other interest of each of the Constituent Corporations shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but (f) all rights of creditors and all liens Liens upon any property of either of the Constituent Companies Corporations shall be preserved unimpaired, ; and (g) all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation Company shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving CorporationCompany, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS TBOC shall result therefrom.

Effect of the Merger. Upon (a) Investments and QRS 1. At the effectiveness of the MergerEffective Time, the separate --------------------- existence of Investments shall cease and the First Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all of the restrictions, disabilities and dutiesduties of QRS 1 and Investments; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; QRS 1 and Investments, and all property, real, personal and mixed, mixed and all debts due to any either of the Constituent Companies QRS 1 or Investments, on whatever account, including as well as for stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companieseither QRS 1 or Investments, shall be vested in the First Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all property, rights, privileges, immunities powers and franchises, and all and every other interest of either of them shall be thereafter as effectually the property of the First Surviving Corporation as they were of the Constituent CompaniesQRS 1 or Investments, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies QRS 1 or Investments, 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 Companies QRS 1 or Investments shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies QRS 1 and Investments shall thenceforth attach to the First 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the NGCL. Without limiting the generality of the Mergerforegoing, and subject thereto, at the Surviving Corporation shall possess Effective Time (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to BSI or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of BSI and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of BSI and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of BSI and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of BSI or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon The Merger shall have the effectiveness effect provided therefore by the NRS and the OLLCA. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choices in action action, and all and every other interest, interest of or belonging to each of or due to EASTSIDE or the Constituent CompaniesMerger Sub, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of EASTSIDE and the Constituent CompaniesMerger Sub, as a group, and (ii) all debts, liabilities, duties and obligations of EASTSIDE and the title Merger Sub, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of EASTSIDE and the Surviving CorporationMerger Sub, as a group, and neither the rights of creditors nor any liens upon the property of EASTSIDE or the Merger Sub, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to ProVision or the Constituent CompaniesMerger Sub, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of ProVision and the Constituent CompaniesMerger Sub, as a group, and (ii) all debts, liabilities, duties and obligations of ProVision and the title Merger Sub, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of ProVision and the Surviving CorporationMerger Sub, as a group, and neither the rights of creditors nor any liens upon the property of ProVision or the Merger Sub, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon At the effectiveness Effective Time, the effect of the MergerMerger shall be as provided in the applicable provisions of the GCL and the Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, the Surviving Corporation shall possess all the rights, privilegesprivilges, immunities power and franchises, franchises as well of a public as and of a private nature, nature and shall be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the such Constituent Companies, Corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, under the laws of the State of Delaware or Utah, in either of the such Constituent Companies 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 such Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefore by the NRS and URBC. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choices in action action, and all and every other interest, interest of or belonging to each of or due to GPDB or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of GPDB and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of GPDB and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of GPDB and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of GPDB or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as well of a public as well as of a private nature, of Purchaser and be subject to all Company (the restrictions, disabilities and duties, of each of the "Constituent CompaniesCorporations"); and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, account and all other things choses in action action, and all and every other interest, of or belonging to or due each of the Constituent Companies, Corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, privileges, immunities 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 Companies, and the title to any real estate estate, or any interest therein, vested by deed in Purchaser, Company or otherwise in either of the Constituent Companies Surviving Corporation shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thereupon and thereafter be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations so merged; but any claim existing or action or proceeding pending by or against any 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. The Surviving Corporation thereupon and thereafter shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Delaware Law, and neither the rights of creditors and all nor any liens upon any property of either the respective properties of the Constituent Companies Corporations and the Surviving Corporation shall be preserved unimpaired, and impaired by the Merger; all debts, liabilities and duties of with the Constituent Companies 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; and all other effects of the Merger specified effect set forth in the NRS shall result therefromDelaware Law.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things causes in action action, and all and every other interest, interest of or belonging to each of or due to Black Pearl or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of Black Pearl and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Black Pearl and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of Black Pearl and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of Black Pearl or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall change its name to "U.S. Crude, LTD."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things causes in action action, and all and every other interest, interest of or belonging to each of or due to STW Resources or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of STW Resources and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of STW Resources and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of STW Resources and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of STW Resources or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon On and after the effectiveness Effective Date: (a) the Merger in all respects shall have the effect provided for in Section 1107 of the MergerCCC, and Section 55-11-06 of the NCBCA and in this Agreement; (b) the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and nature of each of the Constituent Corporations; (c) the Surviving Corporation shall be subject to all of the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and (d) all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and (e) all property, rights, privileges, immunities powers and franchises, franchises and all and every other interest of each of the Constituent Corporations shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent CompaniesCorporations, and the title to any real estate (if any) vested by deed or otherwise otherwise, in either of the Constituent Companies Corporations, shall not revert or be in any way impaired by reason of the Mergerimpaired; but (f) all rights of creditors and all liens Liens upon any property of either of the Constituent Companies Corporations shall be preserved unimpaired, ; and (g) all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Time, the effect of the MergerMerger shall be as provided in the applicable provisions of the TBCA. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Corporation shall possess Effective Time all the rights, privileges, immunities immunities, powers and franchises, as well 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 Companies; Target and Acquiror Sub and all property, property (real, personal and mixed, ) of the Target and Acquiror Sub and all debts due to either the Target or Acquiror Sub on any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things choses in action and all action, and every other interest, interest of or belonging to or due to each of the Constituent Companies, Target and Acquiror Sub shall be vested vest in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities and franchisesCorporation, and all debts, liabilities, obligations and every other interest duties of each of the Target and Acquiror Sub shall be thereafter as effectually become the property debts, liabilities, obligations and duties of the Surviving Corporation and may be enforced against the Surviving Corporation to the same extent as they were of if such debts, liabilities, obligations and duties had been incurred or contracted by the Constituent Companies, and the Surviving Corporation. The title to any real estate vested or any interest therein vested, by deed or otherwise otherwise, in either of the Constituent Companies Target or Acquiror Sub shall not revert or be in any way become impaired by reason of the Merger; but , and all rights of creditors and all liens upon any property of either of the Constituent Companies Target or Acquiror Sub shall be preserved unimpaired, and all debts, liabilities and duties of unimpaired following the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefromMerger.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall retain the name "Qlinks America, Inc.," and the Articles of Incorporation in Colorado shall not be amended. The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation HTVN Merger Corp. shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, of each duties of the Constituent CompaniesLLC; and all and singular, the rights, privileges, powers and franchises of the LLC and all property, real, personal and mixed, and all debts due to any of the Constituent Companies LLC on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, LLC shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredHTVN Merger Corp.; 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 HTVN Merger Corp. as they were of the Constituent CompaniesLLC, and the title to any real estate vested by deed or otherwise otherwise, in either of any the Constituent Companies LLC, 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 Companies LLC shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies LLC shall thenceforth attach to the Surviving CorporationHTVN Merger Corp., and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness Effective Time of the Merger, the Surviving Corporation shall succeed to, without other transfer, and shall possess and enjoy, all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of both Cellular and Magnetics; and all the rights privileges, immunities, powers and franchises of each of the Constituent Companies; both Cellular and Magnetics, and all property, real, personal and mixed, tangible or intangible, and all debts due to any of the Constituent Companies both Cellular and Magnetics on whatever account, including for stock subscriptions to shares, and as well as for all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, said corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all property, rights, privileges, immunities 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 Companies, both Cellular and Magnetics; and the title to or any interest in any real estate vested by deed or otherwise in either of the Constituent Companies shall not revert oil, gas or mineral or be in any way impaired by reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of the Constituent Companies Cellular or Magnetics shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Time of the Merger; and all debts, liabilities and duties of the Constituent Companies both Cellular and Magnetics, respectively, 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; and all other effects of the Merger specified in the NRS shall result therefromSurviving Corporation.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall retain the name "The Art Boutique, Inc.," and the Articles of Incorporation in Wyoming shall not be amended. The Surviving Corporation shall thereupon and there- after possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the Merger, the (a) The Surviving Corporation shall shall, without transfer, thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights, rights privileges, immunities immunities, powers, franchises and franchisesauthority, as well of a public as well as of a private nature, and be subject to all of the restrictions, disabilities disabilities, and duties, duties of each of the Constituent Companies; and all property, real, personal and mixedCorporations, and all debts obligations of, or belonging to, or due to any to, either of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed deed; all assets and without any transfer or assignment having occurred; property of every description, and all propertyevery interest therein, wherever located, and the rights, privileges, immunities and immunities, powers, franchises, and all and every other interest authority shall thereafter be thereafter as effectually the property of the Surviving Corporation as effectively as when they were the property of the Constituent CompaniesCorporations, and the title to any real estate or any interest therein vested by deed or otherwise in either of the Constituent Companies Corporations shall not revert or be in any way be impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either the Constituent Corporations existing as of the Constituent Companies Effective Time shall be preserved unimpaired, ; and all debts, liabilities liabilities, and duties of the Constituent Companies Corporations shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said such debts, liabilities liabilities, and duties had been incurred for or contracted by it; and all other effects of any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger specified had not taken place, or the Surviving Corporation may be substituted in the NRS shall result therefromany such action or proceeding.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation Company shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving CorporationCompany, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS DGCL shall result therefrom.

Effect of the Merger. Upon In accordance with the effectiveness provisions of this Agreement and the Texas Business Corporation Act (the "Act"), at the Effective Time (as defined in Section 1.2 hereof), Newco shall be merged with and into AWW; the separate existence of Newco shall cease; and AWW as the surviving entity shall continue its corporate existence under the laws of the State of Texas. Pursuant to the Merger, the Surviving Corporation AWW shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private naturepowers, and franchises of Newco and shall be subject to all the restrictions, disabilities disabilities, and dutiesduties of Newco; all rights, privileges, powers, and franchises of each of the Constituent Companies; Newco and all property, real, personal personal, and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, Newco shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredAWW; and all property, rights, privileges, immunities and franchisespowers, and all franchises and every other interest shall be thereafter as effectually the property of the Surviving Corporation AWW as they were of the Constituent CompaniesNewco, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies Newco shall not revert or be in any way impaired by reason of the Merger; but , provided that all rights of creditors and all liens upon any property of either of the Constituent Companies Newco shall be preserved unimpaired, unimpaired and all debts, liabilities liabilities, and duties of the Constituent Companies Newco shall thenceforth attach to the Surviving Corporation, AWW and may be enforced against it Newco to the same extent as if said debts, liabilities liabilities, and duties had have been incurred or contracted by it; and all other effects AWW. Without limiting the generality of the foregoing, the Merger specified shall have the effects as set forth in the NRS shall result therefromAct.

Effect of the Merger. Upon 2.2 The Merger shall have the effectiveness effect provided therefor by the State Corporation Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (i) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to shares, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to Arkanova or the Constituent CompaniesAcquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation Company, as they were of Arkanova and the Constituent CompaniesAcquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Arkanova and the title Acquirer, as a group, subject to any real estate vested by deed or otherwise in either of the Constituent Companies terms hereof, shall not revert or be in any way impaired by reason of become the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of Arkanova and the Surviving CorporationAcquirer, as a group, and neither the rights of creditors nor any liens upon the property of Arkanova or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromSurviving Company.

Effect of the Merger. Upon The Merger shall have the effects provided in the Delaware LLC Act and the Delaware Corporation Law, and upon the effectiveness of the Merger, (i) the separate existence of the Company shall cease (except as may be continued by operation of law), (ii) Merger Sub shall be the surviving company in the Merger, (iii) the Surviving Corporation Company shall possess all of the rights, privileges, immunities powers and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, franchises of each of the Constituent Companies; , and all property, property (real, personal and mixed, ) and all debts due to any of the Constituent Companies on in whatever accountamount, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and Company, (iv) all property, rights, privileges, immunities powers and franchises, franchises and all and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation Company as they were of the Constituent Companies, and the title to any real estate vested by deed or otherwise in either any of the Constituent Companies shall not revert or be in any way impaired by reason of the Merger; but , and (v) all rights of creditors and all liens upon any property of either any of the Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth henceforth attach to the Surviving Corporation, Company 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; it and all other effects of the Merger specified in the NRS Surviving Company shall result therefromtimely pay such debts, liabilities and duties.

Effect of the Merger. Upon At the effectiveness of the MergerClosing Date, the Surviving Corporation shall succeed to, without other transfer, act or deed of any person, and shall possess and enjoy all the rights, privileges, immunities immunities, powers and franchises, as well franchises both of a public as of a and private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent Companies; Merging Corporations, and all property, real, personal and mixed, including patents, trademarks, trade names, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, Merging Corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all such property, rights, privileges, immunities 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 CompaniesCorporation, and the title to of any real estate vested by deed or otherwise in either any of the Constituent Companies said Merging Corporations shall not revert or be in any way impaired by reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either any of the Constituent Companies said Merging Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Merging Corporations, respectively, 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; and all other effects of the Merger specified in the NRS shall result therefromSurviving Corporation.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall retain the name "Global Assets & Services, Inc."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and dutiesduties of each of the Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Companies; Corporations and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent CompaniesCorporations; 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 any of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either any of the Constituent Companies 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 any of the Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon the effectiveness of the Merger, the Surviving Corporation shall possess all the rights, privileges, immunities and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and all property, rights, privileges, immunities 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 Companies, and the title to any real estate vested by deed or otherwise in either of the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS DGCL shall result therefrom.

Effect of the Merger. Upon The Merger shall have the effect as provided in the Delaware Corporation Law, including that upon the effectiveness of the Merger (a) the separate existence of the Merger Sub shall cease (except as may be continued by operation of applicable Law), (b) the Company shall be the surviving corporation in the Merger, (c) the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, as well of a public as of a private naturepowers, and be subject to all the restrictions, disabilities and duties, franchises of each of the Constituent Companies; Corporations, and all property, property (real, personal personal, and mixed, ) and all debts due to any of the Constituent Companies Corporations on whatever account, including subscriptions to shares, and as well as all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurred; and Corporation, (d) all property, rights, privileges, immunities and franchisespowers, and all franchises and each and every other interest shall be thereafter as effectually effectively the property of the Surviving Corporation as they were of the Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise in either any of the Constituent Companies Corporations shall not revert or be in any way impaired by reason of the Merger; but , and (e) all rights of creditors and all liens Liens upon any property of either any of the Constituent Companies Corporations shall be preserved unimpaired, and all debtsIndebtedness, liabilities Liabilities, and duties of the Constituent Companies Corporations shall thenceforth henceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debtssuch Indebtedness, liabilities Liabilities, and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon The Merger shall have the effectiveness effect provided therefor by the State Company Law. Without limiting the generality of the Mergerforegoing, the Surviving Corporation shall possess and subject thereto, at Closing (A) all the rights, privileges, immunities immunities, 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 Constituent Companies; and all property, real, personal and mixed, and all debts due to any of the Constituent Companies on whatever account, including without limitation subscriptions to sharesownership interests, and all other things choses in action action, and all and every other interest, interest of or belonging to each of or due to MIM or Aquirer, as a group, subject to the Constituent Companiesterms hereof, shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation Company without further act or deed and without any transfer or assignment having occurreddeed; and all property, rights, rights and privileges, immunities immunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectually become the property of the Surviving Corporation Company, as they were of the Constituent CompaniesMIM and Aquirer, as a group, and (B) all debts, liabilities, duties and obligations of MIM and Aquirer, as a group, subject to the title to any real estate vested by deed or otherwise in either of terms hereof, shall become the Constituent Companies 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 Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies Surviving Company and the Surviving Company shall thenceforth attach to be responsible and liable for all debts, liabilities, duties and obligations of MIM and Aquirer, as a group, and neither the Surviving Corporationrights of creditors nor any liens upon the property of MIM or Aquirer, as a group, shall be impaired by the Merger, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and all other effects of the Merger specified in the NRS shall result therefromAcquirer.

Effect of the Merger. Upon From and after the effectiveness of the MergerEffective Time, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, franchises as well of a public as of a private nature, nature and will be subject to all the restrictions, disabilities and duties, duties of each of the Constituent Companies; ATSF and BNRR and all property, real, personal and mixed, and all debts due to any of the Constituent Companies ATSF or BNRR on whatever account, including as well as for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, ATSF or BNRR shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; and all property, 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 CompaniesATSF and BNRR, and the title to any real estate vested by deed or otherwise otherwise, under Delaware Law, in either of the Constituent Companies ATSF or BNRR, shall not revert or be in any way impaired by reason of the MergerDGCL; but all rights of creditors and all liens upon any property of either of the Constituent Companies ATSF or BNRR shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies ATSF and BNRR 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon When the effectiveness of the MergerMerger has been effected, the Surviving Corporation shall retain the name "Triad Compressor, Inc."; and the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; 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 any either of the Constituent Companies Corporations on whatever account, including as well for stock subscriptions to shares, and as all other things in action and all and every other interest, of or belonging to each of the Constituent Companies, such corporations shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 respective Constituent CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either any of the such Constituent Companies 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 any of the said Constituent Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.

Effect of the Merger. Upon At the effectiveness of Effective Time, to the Mergerfull -------------------- extent provided under California Law, the Surviving Corporation shall possess all the rights, privileges, immunities powers and franchises, as well franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, duties of each of the Constituent CompaniesCorporations; and any and all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any either of the Constituent Companies Corporations on whatever account, including as well as stock subscriptions to shares, and all other things in action and all and every other interest, of or belonging to each of the Constituent CompaniesCorporations, shall be vested in the Surviving Corporation without further act or deed and without any transfer or assignment having occurredCorporation; 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 CompaniesCorporations, and the title to any real estate vested by deed or otherwise otherwise, in either of the Constituent Companies 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 Companies Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies 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; and all other effects of the Merger specified in the NRS shall result therefrom.