Common use of Effect of the Mergers Clause in Contracts

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Company Merger Effective Time, the effect of the First Company Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company each of Firefly and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Firefly and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second LLC Sub Merger Effective Time, the effect of the Second LLC Sub Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second LLC Sub Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of each of the Surviving Corporation and Second Merger LLC Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger LLC Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Initial Merger Effective Time, the effect of the First Initial Merger shall be as provided have the effects set forth in this Agreement, the Initial Certificate of Merger and the applicable provisions of the DGCL. Without limiting At the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all of the propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and First Merger Sub Inc. shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and First Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Initial Surviving Corporation. (b) At the Second Subsequent Merger Effective Time, the effect of the Second Subsequent Merger shall be as provided have the effects set forth in this Agreement, the Subsequent Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting At the generality of the foregoing, and subject thereto, at the Second Subsequent Merger Effective Time, all of the propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of Merger Sub LLC and the Initial Surviving Corporation and Second Merger Sub shall vest in the Subsequent Surviving Entity, Company and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of Merger Sub LLC and the Initial Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Subsequent Surviving EntityCompany.

Effect of the Mergers. (a) At the First Merger Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of Acquiror and Merger Sub I shall vest in the First Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Acquiror and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the First Surviving Company. (b) At the Suntuity Merger Effective Time, the effect of the Suntuity Merger shall be as provided in the applicable provisions of the DLLCA and RULLCA. Without limiting the generality of the foregoing, and subject thereto, at the Suntuity Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub II shall vest in the Surviving CorporationSuntuity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationSuntuity. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the First Merger Effective Time, the effect of the First Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of each of the Company and First Merger Sub 1 shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub 1 shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Merger Effective Time, the effect of the Second Merger shall be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of each of the Surviving Corporation and Second Merger Sub 2 shall vest in the Surviving EntityLLC, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub 2 shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving EntityLLC.

Effect of the Mergers. (a) At the Company Merger Effective Time, the effect of the First Company Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, (a) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Company Merger Sub shall vest in the Company Merger Surviving Corporation, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Company Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Company Merger Surviving Corporation. (b) At the Second SPAC Merger Effective Time, the effect of the Second SPAC Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second SPAC Merger Effective Time, (a) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation SPAC and Second SPAC Merger Sub shall vest in the SPAC Merger Surviving EntityCorporation, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation SPAC and Second SPAC Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Merger Surviving EntityCorporation.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCLCayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL Cayman Companies Law and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the First Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the DGCLDGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, immunities, powers, franchises, franchises licenses and authority of the Company and First Merger Sub I shall vest in the First Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the First Surviving CorporationCompany. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, franchises licenses and authority of the First Surviving Corporation Company and Second Merger Sub II shall vest in the Second Surviving EntityCompany, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the First Surviving Corporation Company and Second Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Second Surviving EntityCompany.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided herein and in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Parent Merger Effective Time, the effect of the First Parent Merger shall be as provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Parent Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of Parent and Parent Merger Sub shall vest in the SPAC Surviving Subsidiary, and all debts, liabilities, obligations, restrictions, disabilities and duties of Parent and Parent Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Subsidiary. (b) At the Company Merger Effective Time, the effect of the Company Merger shall be as provided herein and in the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Company Merger Sub shall vest in the Company Surviving CorporationSubsidiary, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Company Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Company Surviving CorporationSubsidiary. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Domestication Merger Effective Time, the effect of the First Domestication Merger shall be as provided in the applicable provisions of the DGCL and the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Domestication Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of SPAC and Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Acquisition Merger Effective Time, the effect of the Acquisition Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Acquisition Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Subsidiary Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Subsidiary Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the First Merger Effective Time, the effect of the First Merger shall be as provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses franchises and authority assets of the Company and First Merger Sub (Corp) shall vest in the Surviving CorporationCompany as the surviving company of the First Merger, and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of each of the Company and First Merger Sub (Corp) shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Surviving Corporation. (b) Company as the surviving company of the First Merger. At the Second Merger Effective Time, the effect of the Second Merger shall be as provided herein and in the applicable provisions of the DGCL and DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses franchises and authority assets of the Surviving Corporation Company, as the surviving company of the First Merger, and Second Merger Sub (LLC) shall vest in the Surviving EntityCompany, and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of each the Company, as the surviving company of the Surviving Corporation First Merger, and Second Merger Sub (LLC) shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Surviving EntityCompany.

Effect of the Mergers. (a) At the Parent Merger Effective Time, the effect of the First Parent Merger shall be as provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Parent Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of Parent and Parent Merger Sub shall vest in the SPAC Surviving Subsidiary, and all debts, liabilities, obligations, restrictions, disabilities and duties of Parent and Parent Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Subsidiary. (b) At the Company Merger Effective Time, the effect of the Company Merger shall be as provided herein and in the applicable provisions of the TBOC. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Company Merger Sub shall vest in the Company Surviving CorporationSubsidiary, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Company Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Company Surviving CorporationSubsidiary. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Initial Merger Effective Time, the effect of the First Initial Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company SPAC and First Merger Sub Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company SPAC and First Merger Sub Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Acquisition Merger Effective Time, the effect of the Second Acquisition Merger shall be as provided in the applicable provisions of the DGCL and DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second Acquisition Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation Company and Second Merger Sub shall vest in the Surviving EntitySubsidiary Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation Company and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving EntitySubsidiary Company.

Effect of the Mergers. (a) At the Redomestication Effective Time, the effect of the First Redomestication Merger shall be as provided in this Agreement, the Plan of Merger, the Redomestication Merger Certificate and the applicable provisions of the DGCLCompanies Law, the DGCL and other applicable Legal Requirements; and at the Transaction Effective Time, the effect of the Transaction Merger shall be as provided in this Agreement, the Transaction Merger Certificate and the applicable provisions of the DGCL and other applicable Legal Requirements. Without limiting the generality of the foregoing, and subject thereto, (i) at the Redomestication Effective Time, (A) all the property, rights, privileges, immunitiespowers and franchises of each of Parent and Holdco shall vest in Surviving Pubco, powersand all debts, franchisesliabilities and duties of each of Parent and Holdco (including the liabilities and obligations of Parent and Holdco under this Agreement) shall become the debts, licenses liabilities and authority duties of Surviving Pubco, and (B) each Parent Ordinary Share and each Parent Right shall be converted as described in Section 1.9 hereof, and (ii) at the Transaction Effective Time, (A) all the property, rights, privileges, powers and franchises of each of the Company and First Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Surviving Company and (B) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Surviving Corporation. (b) At the Second Transaction Effective Time, the effect of the Second Merger Time shall be as provided in the applicable provisions converted into and become one (1) fully paid and validly issued share of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority common stock of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving EntityCompany.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided herein and in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Initial Merger Effective Time, the effect of the First Initial Merger shall be as provided in the applicable provisions of the DGCLCompanies Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of SPAC and Holdings shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (b) At the Acquisition Merger Effective Time, the effect of the Acquisition Merger shall be as provided in the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Acquisition Merger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First Merger Sub shall vest in the Surviving CorporationSubsidiary Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationSubsidiary Company. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided in this Agreement and the applicable provisions of the DGCLDE Laws. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, all of the assets, property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and First Merger Sub shall vest in the Initial Surviving CorporationCompany, and all debts, liabilitiesclaims, obligations, restrictions, disabilities liabilities and duties of each of the Company and First Merger Sub shall become the debts, liabilitiesclaims, obligations, restrictions, disabilities liabilities and duties of the Initial Surviving CorporationCompany. (b) At the Time of the Second Effective TimeMerger, the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and DLLCADE Laws. Without limiting the generality of the foregoing, and subject thereto, at from and after the Time of the Second Effective TimeMerger, all of the assets, property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Initial Surviving Corporation Company and Second Merger Sub Buyer Survivor LLC shall vest in the Surviving EntityCompany, and all debts, liabilitiesclaims, obligations, restrictions, disabilities liabilities and duties of each of the Initial Surviving Corporation Company and Second Merger Sub Buyer Survivor LLC shall become the debts, liabilitiesclaims, obligations, restrictions, disabilities liabilities and duties of the Surviving EntityCompany.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunitiesagreements, powerspowers and debts, franchisesliabilities, licenses duties and authority obligations of the Company and First Merger Sub and the Company shall vest in become the property, rights, privileges, agreements, powers and debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all debtsagreements, liabilitiescovenants, obligations, restrictions, disabilities duties and duties obligations of each of the Company and First Merger Sub shall become and the debts, liabilities, obligations, restrictions, disabilities and duties of Company set forth in this Agreement to be performed after the Surviving CorporationEffective Time. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Second Certificate of Merger and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunitiesagreements, powerspowers and debts, franchisesliabilities, licenses duties and authority obligations of Second Merger Sub and the Surviving Corporation shall become the property, rights, privileges, agreements, powers and Second Merger Sub shall vest in debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all debtsagreements, liabilitiescovenants, obligations, restrictions, disabilities duties and duties obligations of each of Surviving Entity and the Surviving Corporation and set forth in this Agreement to be performed after the Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving EntityEffective Time.

Effect of the Mergers. (a) At the Effective Time, the effect of the First Merger Mergers shall be as provided in the applicable provisions of the DGCLDGCL and the Nevada Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of ShoulderUp and ShoulderUp Merger Sub shall vest in the SPAC Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of ShoulderUp and ShoulderUp Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Corporation and (ii) all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and First SEI Merger Sub shall vest in the Company Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and First SEI Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Company Surviving Corporation. (b) At the Second Effective Time, the effect of the Second Merger shall be as provided in the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of the Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Entity.