Common use of Effects of Merger Clause in Contracts

Effects of Merger. (a) From and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company or Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos Islands, with respect to any and all claims arising out of actions taken or omitted by Company’s officers and directors prior to the Merger Time. (b) Each of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of Parent, and the officers of Surviving Company on behalf of Company and Merger Subsidiary, shall take all such lawful and necessary action. (c) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be) shall take place at such location, on such date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the Certificate of Merger to be filed with the Nevada Secretary of State in accordance with the NRS. The Merger shall be effective upon the filing of the Certificate of Merger (the “Merger Time”).

Effects of Merger. (a) From The Merger shall have the effects set forth in this Agreement and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally applicable provisions set forth in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalfNRS 92A.250. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Company specifically assumes Effective Time, (i) right and title to all continuing obligations which Company or assets (including real estate and other property) owned by, and every contract right possessed by, the Predecessor and Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided Sub shall vest in the Surviving Company’s certificate Corporation, and (ii) all liabilities and obligations of incorporationthe Predecessor and Merger Sub shall become the liabilities and obligations of the Surviving Corporation. The vesting of such rights, bylaws title, liabilities, and obligations in the Surviving Corporation shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations. The conversion of securities of Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities issued by Successor pursuant to the NRS and merger shall be deemed to have been acquired at the Companies Ordinance and Subsidiary Legislation same time as the securities of the Turks and Caicos Islands, with respect to any and all claims arising out Predecessor exchanged in the merger. Successor securities issued solely in exchange for the securities of actions taken or omitted by Company’s officers and directors prior to Predecessor as part of a reorganization of the Merger Time. (b) Each Predecessor into a holding company structure. Stockholders received securities of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action the same class evidencing the same proportional interest in the holding company as may be necessary or appropriate to effectuate they held in the Merger in accordance with the NRS at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of ParentPredecessor, and the officers of Surviving Company on behalf of Company rights and Merger Subsidiary, shall take all such lawful and necessary action. (c) Subject to the provisions of Article 6 and Article 7, the closing interests of the transactions contemplated hereby (stockholders of such securities are substantially the “Closing,” and the date same as those they possessed as stockholders of the Closing will be referred to interchangeably Predecessor’s securities. Immediately following the merger, Successor has no significant assets other than securities of the Predecessor and its existing subsidiary(s) and has the same assets and liabilities on a consolidated basis as the Predecessor had before the merger. Stockholders of Predecessor shall be the stockholders of Successor. Successor common stock will trade in the OTC Markets under the Predecessor ticker symbol “Closing Date,ALLQ” as under which the case may be) shall take place at such location, on such date common stock of Predecessor previously listed and at such time as Company and Parent mutually agree at traded until a new ticker symbol change has been released into the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed marketplace by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the Certificate of Merger to be filed with the Nevada Secretary of State in accordance with the NRS. The Merger shall be effective upon the filing of the Certificate of Merger (the “Merger Time”)Financial Industry Regulatory Authority.

Effects of Merger. (a) From The Merger shall have the effects set forth in this Agreement and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally applicable provisions set forth in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalfNRS 92A.250. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Company specifically assumes Effective Time, (i) right and title to all continuing obligations which Company or assets (including real estate and other property) owned by, and every contract right possessed by, the Predecessor and Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided Sub shall vest in the Surviving Company’s certificate Corporation, and (ii) all liabilities and obligations of incorporationthe Predecessor and Merger Sub shall become the liabilities and obligations of the Surviving Corporation. The vesting of such rights, bylaws title, liabilities, and obligations in the Surviving Corporation shall not be deemed to constitute an assignment or an undertaking or attempt to assign such rights, title, liabilities and obligations. The conversion of securities of Predecessor into the identical and equivalent securities of Successor will not constitute a sale, resale or different security. Securities issued by Successor pursuant to the NRS and merger shall be deemed to have been acquired at the Companies Ordinance and Subsidiary Legislation same time as the securities of the Turks and Caicos Islands, with respect to any and all claims arising out Predecessor exchanged in the merger. Successor securities issued solely in exchange for the securities of actions taken or omitted by Company’s officers and directors prior to Predecessor as part of a reorganization of the Merger Time. (b) Each Predecessor into a holding company structure. Stockholders received securities of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action the same class evidencing the same proportional interest in the holding company as may be necessary or appropriate to effectuate they held in the Merger in accordance with the NRS at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of ParentPredecessor, and the officers of Surviving Company on behalf of Company rights and Merger Subsidiary, shall take all such lawful and necessary action. (c) Subject to the provisions of Article 6 and Article 7, the closing interests of the transactions contemplated hereby (stockholders of such securities are substantially the “Closing,” and the date same as those they possessed as stockholders of the Closing will be referred to interchangeably Predecessor's securities. Immediately following the merger, Successor has no significant assets other than securities of the Predecessor and its existing subsidiary(s) and has the same assets and liabilities on a consolidated basis as the “Closing Date,” as Predecessor had before the case may be) merger. Stockholders of Predecessor shall take place at such location, on such date be the stockholders of Successor. Successor common stock will trade in the OTC Markets under the Predecessor ticker symbol "CXEE" under which the common stock of Predecessor previously listed and at such time as Company and Parent mutually agree at traded until a new ticker symbol change has been released into the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed marketplace by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the Certificate of Merger to be filed with the Nevada Secretary of State in accordance with the NRS. The Merger shall be effective upon the filing of the Certificate of Merger (the “Merger Time”)Financial Industry Regulatory Authority.

Effects of Merger. (a) From and after the Effective Time and until further altered, amended or repealed in accordance with applicable law, (i) Merger Sub's certificate of incorporation as in effect immediately prior to the Effective Time shall be the Surviving Company's certificate of incorporation, and (ii) Merger Sub's bylaws as in effect immediately prior to the Effective Time shall be the Surviving Company's bylaws. (b) From and after the Effective Time and until further altered or amended in accordance with applicable law: , (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of the Company and Merger Subsidiary Sub shall vest in the Surviving Company; (ii) all of the assets and property of the Company and Merger Subsidiary Sub of every kind, nature and description—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 SubsidiarySub, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of the Company and Merger SubsidiarySub, all rights of creditors of the Company or Merger Subsidiary Sub and all liens or security interests encumbering any of the property of the Company or Merger Subsidiary Sub shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which the Company or Merger Subsidiary Sub would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s 's certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDelaware Act, with respect to any and all claims arising out of actions taken or omitted by the Company’s 's officers and directors prior to the Merger Effective Time. (bc) Each of ParentPubco, the Company and Merger Subsidiary Sub shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS Delaware Act and California Act at the Merger Effective Time. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company or Merger SubsidiarySub, the officers of ParentPubco, and the officers of Surviving Company on behalf of the Company and Merger SubsidiarySub, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “"Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be") shall take place at such location, on such date and at such time as the Company and Parent Pubco mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Nevada Delaware Secretary of State and California Secretary of State in accordance with the NRSDelaware Act and the California Act, respectively. The Merger shall be effective upon the filing of the Certificate of Merger or at such later date or time as is specified in the Certificate of Merger (the “"Effective Time"). The parties agree that, in the event the Closing occurs on or prior to March 31, 2006, the Certificate of Merger Time”)and such other filings made with state authorities that determine the Effective Time shall specify that the Effective Time shall be 5:00 p.m. (CST) on March 31, 2006.

Effects of Merger. (a) From and after the Merger Time, (i) Company’s Certificate of Incorporation as in effect immediately prior to the Merger Time shall be the certificate of incorporation of the Surviving Company, and (ii) Company’s bylaws as in effect immediately prior to the Merger Time shall be the bylaws of the Surviving Company. (b) From and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company or Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDGCL, with respect to any and all claims arising out of actions taken or omitted by Company’s officers and directors prior to the Merger Time. (bc) Each of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS DGCL at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of Parent, and the officers of Surviving Company on behalf of Company and Merger Subsidiary, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “”Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be) shall take place at such location, on such date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the a Certificate of Merger under the DGCL (the “Certificate(s) of Merger”) to be filed with the Nevada Secretary State of State in accordance with the NRSDelaware. The Merger shall be effective upon the filing of the Certificate Certificate(s) of Merger (the “Merger Time”).

Effects of Merger. (a) From and after the Merger Effective Time and until further altered, amended or repealed in accordance with law, (i) the Company's certificate of incorporation as in effect immediately prior to the Effective Time shall be the Surviving Company's certificate of incorporation, and (ii) the Company's bylaws as in effect immediately prior to the Effective Time shall be the Surviving Company's bylaws. (b) From and after the Effective Time and until further altered or amended in accordance with applicable law: , (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of the Company and Merger Subsidiary Sub shall vest in the Surviving Company; (ii) all of the assets and property of the Company and Merger Subsidiary Sub of every kind, nature and description—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 SubsidiarySub, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of the Company and Merger SubsidiarySub, all rights of creditors of the Company or Merger Subsidiary Sub and all liens or security interests encumbering any of the property of the Company or Merger Subsidiary Sub shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which the Company or Merger Subsidiary Sub would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s 's certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDGCL, with respect to any and all claims arising out of actions taken or omitted by the Company’s 's officers and directors prior to the Merger TimeEffective Date. (bc) Each of ParentPubco, the Company and Merger Subsidiary Sub shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS DGCL at the Merger Effective Time. If, If at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company or Merger SubsidiarySub, the officers of ParentPubco, and the officers of Surviving Company on behalf of the Company and Merger SubsidiarySub, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 77 , the closing of the transactions contemplated hereby (the “"Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be") shall take place at such location, on such date and at such time as the Company and Parent Pubco mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Nevada Delaware Secretary of State in accordance with the NRSDGCL. The Merger shall be become effective upon the such filing of the Certificate of Merger or at such later date or time as is specified in the Certificate of Merger (the “"Effective Time"). As used herein, the term "Effective Date" shall mean the date on which Merger Time”shall become effective pursuant to this Section 1.2(d).

Effects of Merger. (a) From and after the Merger Effective Time and until further altered, amended or repealed in accordance with applicable law, (i) Acquisition Co.’s articles of organization as in effect immediately prior to the Effective Time shall be the Surviving Company’s articles of organization, and (ii) Acquisition Co.’s bylaws as in effect immediately prior to the Effective Time shall be the Surviving Company’s bylaws. (b) From and after the Effective Time and until further altered or amended in accordance with applicable law: , (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of the Company and Merger Subsidiary Acquisition Co. shall vest in the Surviving Company; (ii) all of the assets and property of the Company and Merger Subsidiary Acquisition Co. of every kind, nature and description—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 SubsidiaryAcquisition Co., and all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of the Company and Merger SubsidiaryAcquisition Co., all rights of creditors of the Company or Merger Subsidiary Acquisition Co., and all liens or security interests encumbering any of the property of the Company or Merger Subsidiary Acquisition Co. shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which the Company or Merger Subsidiary Acquisition Co. would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Minnesota Act, subject in all cases to the Surviving Company’s certificate articles of incorporation, bylaws organization and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos Islandsbylaws, with respect to any and all claims arising out of actions taken or omitted by CompanyAcquisition Co.’s officers and directors prior to the Merger Effective Time. (bc) Each of ParentSelect Video, the Company and Merger Subsidiary Acquisition Co. shall use its best commercially reasonable efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS Minnesota Act at the Merger Effective Time. If, at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company or Merger SubsidiaryAcquisition Co., the officers of ParentSelect Video, and the officers of Surviving Company on behalf of the Company and Merger SubsidiaryAcquisition Co., shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be”) shall take place at such location, on such date and at such time as the Company and Parent Select Video mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five 20 business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, and to effect the Merger, the parties hereto will cause the Certificate Articles of Merger to be filed with the Nevada Minnesota Secretary of State in accordance with the NRSMinnesota Act. The Merger shall be effective upon the filing of the Certificate Articles of Merger or at such later date or time as is specified in the Articles of Merger (the “Merger Effective Time”).

Effects of Merger. (a) From and after the Merger Time, (i) Company’s Certificate of Incorporation as in effect immediately prior to the Merger Time shall be amended and restated in its entirety as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate of incorporation of the Surviving Company, and (ii) Company’s bylaws as in effect immediately prior to the Merger Time shall be amended and restated in their entirety as set forth on Exhibit B hereto, and, as so amended and restated shall be the bylaws of the Surviving Company. (b) From and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company or Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsURBCA, with respect to any and all claims arising out of actions taken or omitted by Company’s officers and directors prior to the Merger Time. (bc) Each of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS URBCA at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of Parent, and the officers of Surviving Company on behalf of Company and Merger Subsidiary, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be) shall take place at such location, on such date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the Certificate Articles or Certificates of Merger or Amalgamation or similar filings under relevant state and provincial law (the “Certificate(s) of Merger”) to be filed with the Nevada Secretary State of State in accordance with Utah and the NRSProvince of New Brunswick, Canada. The Merger shall be effective upon the filing of the Certificate Certificate(s) of Merger (the “Merger Time”). (e) At the Closing, Parent’s outstanding capital stock shall consist of approximately 15,000,000 shares of Common Stock (the “Pre-Closing Common Stock”), and at the Merger Time after the issuance of the shares of Parent Common Stock to the holders of Company Common Stock pursuant to Section 1.2 below, the Pre-Closing Common Stock shall represent approximately 15% of all of the issued and outstanding capital stock of the Parent.

Effects of Merger. (a) From and after the Merger Effective Time and until further altered or amended in accordance with applicable law: , (i) the Articles of Incorporation of MergerCo as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Company, and (ii) the Bylaws of MergerCo as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) From and after the Effective Time, (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of Company Gold and Merger Subsidiary Minerals and MergerCo shall vest in the Surviving Company; (ii) all of the assets and property of Company Gold and Merger Subsidiary Minerals and MergerCo of every kind, nature and description—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 Company Gold and Minerals or Merger SubsidiaryMergerCo (other than any such debts or other obligations between them or as otherwise set forth in this Agreement), all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company Gold and Merger SubsidiaryMinerals and MergerCo (other than any such debts or other obligations between them), all rights of creditors of Company Gold and Minerals or Merger Subsidiary MergerCo and all liens or security interests encumbering any of the property of Company Gold and Minerals or Merger Subsidiary MergerCo shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company Gold and Minerals or Merger Subsidiary MergerCo would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate articles of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsNRS, with respect to any and all claims arising out of actions taken or omitted by Company’s Gold and Minerals’ officers and directors prior to the Merger TimeEffective Date. (bc) Each of ParentECPN, Company Gold and Merger Subsidiary Minerals and MergerCo, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS at the Merger Effective Time. If, If at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company Gold and Minerals or Merger SubsidiaryMergerCo, the officers of Parentthe Surviving Company are fully authorized in the name of ECPN, Gold and Minerals and MergerCo or otherwise to take, and the officers of Surviving Company on behalf of Company and Merger Subsidiaryshall take, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 VIII and Article 7X hereof, the closing (the “Closing”) of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be) shall take place at 3300 Xxxxx Fargo Center, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such location, on such date other time and at such time place as Company Gold and Parent Minerals and ECPN mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6VIII (the “Closing Date”), but in no event later than five ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing dateDate, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate Articles of Merger to be filed with the Nevada Secretary of State in accordance with the NRS. The Merger shall be effective upon when the filing of the Certificate Articles of Merger are filed with the Nevada Secretary of State (the “Merger Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Articles of Merger are filed with the Nevada Secretary of State.

Effects of Merger. (a) From and after the Merger Time, (i) Company’s Certificate of Incorporation as in effect immediately prior to the Merger Time shall be amended and restated in its entirety as set forth on Exhibit A hereto, and, as so amended and restated shall be the certificate of incorporation of the Surviving Company and (ii) Company’s bylaws as in effect immediately prior to the Merger Time shall be amended and restated in their entirety as set forth on Exhibit B hereto, and, as so amended and restated shall be the bylaws of the Surviving Company. (b) From and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary 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 Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company or Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDGCL, with respect to any and all claims arising out of actions taken or omitted by Company’s officers and directors prior to the Merger Time. (bc) Each of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS DGCL at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of Parent, and the officers of Surviving Company on behalf of Company and Merger Subsidiary, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be) shall take place at such location, on such date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6, but in no event later than five business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing date, to effect the Merger, the parties will cause the Certificate of Merger to be filed with the Nevada Delaware Secretary of State in accordance with the NRSDGCL. The Merger shall be effective upon the filing of the Certificate of Merger (the “Merger Time”).

Effects of Merger. (a) From and after the Merger Effective Time (as defined in paragraph (d)) and until further altered altered, amended or amended repealed in accordance with applicable law: , (i) the Merger Sub’s certificate of incorporation as in effect immediately prior to the Effective Time shall be the Surviving Company’s certificate of incorporation, and (ii) the Merger Sub’s bylaws as in effect immediately prior to the Effective Time shall be the Surviving Company’s bylaws. (b) From and after the Effective Time, (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of the Company and Merger Subsidiary Sub shall vest in the Surviving Company; (ii) all of the assets and property of the Company and Merger Subsidiary Sub of every kind, nature and description—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 SubsidiarySub (other than any such debts or other obligations between them), all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of the Company and Merger SubsidiarySub (other than any such debts or other obligations between them), all rights of creditors of the Company or Merger Subsidiary Sub and all liens or security interests encumbering any of the property of the Company or Merger Subsidiary Sub shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which the Company or Merger Subsidiary Sub would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDGCL, with respect to any and all claims arising out of actions taken or omitted by the Company’s officers and directors prior to the Merger TimeEffective Date. (bc) Each of ParentEquitex, the Company and Merger Subsidiary Sub shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS DGCL at the Merger Effective Time. If, If at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company or Merger SubsidiarySub, the officers of ParentEquitex, and the officers of Surviving Company on behalf of the Company and Merger SubsidiarySub, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be”) shall take place by mutual release of all Closing deliveries at such location, on such a mutually agreeable date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6time, but in no event later than five business days after all such conditions have been satisfied or waivedSeptember 30, or on such other date as may be mutually agreed by the parties hereto2005. On the Closing date, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Nevada Delaware Secretary of State in accordance with the NRSDGCL. The Merger shall be become effective upon the such filing of the Certificate of Merger or at such later date or time as is specified in the Certificate of Merger (the “Merger Effective Time”). As used herein, the term “Effective Date” shall mean the date on which Merger shall become effective pursuant to this Section 1.2(d).

Effects of Merger. (a) From and after the Merger Effective Time (as defined in paragraph (d)) and until further altered altered, amended or amended repealed in accordance with applicable law: , (i) the Merger Sub's certificate of incorporation as in effect immediately prior to the Effective Time shall be the Surviving Company's certificate of incorporation, and (ii) the Merger Sub's bylaws as in effect immediately prior to the Effective Time shall be the Surviving Company's bylaws. (b) From and after the Effective Time, (i) all of the rights, privileges, immunities, powers, franchises and authority—authority (both public and private—) of the Company and Merger Subsidiary Sub shall vest in the Surviving Company; (ii) all of the assets and property of the Company and Merger Subsidiary Sub of every kind, nature and description—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 SubsidiarySub (other than any such debts or other obligations between them), all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of the Company and Merger SubsidiarySub (other than any such debts or other obligations between them), all rights of creditors of the Company or Merger Subsidiary Sub and all liens or security interests encumbering any of the property of the Company or Merger Subsidiary Sub shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which the Company or Merger Subsidiary Sub would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s 's certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos IslandsDGCL, with respect to any and all claims arising out of actions taken or omitted by the Company’s 's officers and directors prior to the Merger TimeEffective Date. (bc) Each of ParentEquitex, the Company and Merger Subsidiary Sub shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS DGCL at the Merger Effective Time. If, If at any time after the Merger Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company or Merger SubsidiarySub, the officers of ParentEquitex, and the officers of Surviving Company on behalf of the Company and Merger SubsidiarySub, shall take all such lawful and necessary action. (cd) Subject to the provisions of Article 6 and Article 7, the closing of the transactions contemplated hereby (the “"Closing,” and the date of the Closing will be referred to interchangeably as the “Closing Date,” as the case may be") shall take place by mutual release of all Closing deliveries at such location, on such a mutually agreeable date and at such time as Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article 6time, but in no event later than five business days after all such conditions have been satisfied or waivedSeptember 30, or on such other date as may be mutually agreed by the parties hereto2005. On the Closing date, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Nevada Delaware Secretary of State in accordance with the NRSDGCL. The Merger shall be become effective upon the such filing of the Certificate of Merger or at such later date or time as is specified in the Certificate of Merger (the “"Effective Time"). As used herein, the term "Effective Date" shall mean the date on which Merger Time”shall become effective pursuant to this Section 1.2(d).