Common use of Effects of Merger Clause in Contracts

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) Pacific, FGH and Pacific Merger Corp, 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 TBOC at the Effective Time. If at any time after the 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 and privileges of either FGH or Pacific Merger Corp, the officers of the Surviving Company are fully authorized in the name of FGH and Pacific Merger Corp or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH and Pacific mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than 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 Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Secretary of State in accordance with the TBOC. The Merger shall be effective when the Certificate of Merger is filed with the Texas Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate certificate of Incorporation incorporation of FGH the Company as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Company, Company and (ii) the Bylaws bylaws of FGH the Company as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Company. (b) PacificParent, FGH the Company and Pacific Merger CorpSub, 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 TBOC DGCL at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH the Company or Pacific Merger CorpSub, the officers of the Surviving Company are fully authorized in the name of FGH Parent, the Company and Pacific Merger Corp Sub or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing of the transactions contemplated hereby (the “Closing”) of the transactions contemplated hereby shall take place on or before September July 30, 2016 2013 (the “Closing Date”), ) by electronic communication at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH the Company and Pacific Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties hereto. On the Closing Date, Date or as soon thereafter as practicable, practicable to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Delaware Secretary of State in accordance with the TBOCDGCL. The Merger shall be effective when the filing of the Certificate of Merger is filed with accepted by the Texas Delaware Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of StateEffective Time occurs.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate certificate of Incorporation incorporation of FGH the Company as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Company, Company and (ii) the Bylaws bylaws of FGH the Company as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Company. (b) PacificParent, FGH the Company and Pacific Merger CorpSub, 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 TBOC DGCL at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH the Company or Pacific Merger CorpSub, the officers of the Surviving Company are fully authorized in the name of FGH Parent, the Company and Pacific Merger Corp Sub or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing of the transactions contemplated hereby (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), by electronic communication at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH the Company and Pacific Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VIIVII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions), but in no event later than ten (10) business days Business Days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties heretohereto (the “Closing Date”). On the Closing Date, Date or as soon thereafter as practicable, practicable to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Delaware Secretary of State in accordance with the TBOCDGCL. The Merger shall be effective when the filing of the Certificate of Merger is filed with accepted by the Texas Delaware Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of StateEffective Time occurs.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH Cougar as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH Cougar as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) PacificGVC, FGH Cougar and Pacific Merger CorpGVC Acquisition, 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 TBOC DGCL at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH Cougar or Pacific Merger CorpGVC Acquisition, the officers of the Surviving Company are fully authorized in the name of FGH GVC, Cougar and Pacific Merger Corp GVC Acquisition or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article ARTICLE VII and Article ARTICLE VIII hereof, the closing (the “"Closing”") of the transactions contemplated hereby shall take place on or before September 30August 31, 2016 2005 (the “"Closing Date”"), at the offices of Xxxxxx & Xxxxx787 Seventh Avenue, LLP48th Floor, New York, New York, or such other time and place as FGH and Pacific mutually agree otxxx xxxx xxx xxxxx xx Xxxxxx xxx XXX xxxxxxxx xxree at the earliest practicable time after the satisfaction or waiver of the conditions in Article ARTICLE VII, but in no event later than 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 Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Delaware Secretary of State in accordance with the TBOCDGCL. The Merger shall be effective when the Certificate of Merger is filed with the Texas Delaware Secretary of State (the “"Effective Time”"). As used herein, the term “"Effective Date” " shall mean the date on which the Certificate of Merger is filed with the Texas Delaware Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate certificate of Incorporation incorporation of FGH Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Company, except that all references to the name of the Merger Sub shall be changed to refer to “Rio Plata Exploration Corporation” and the identity of the incorporator shall be deleted, and (ii) the Bylaws bylaws of FGH Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Company. (b) PacificParent, FGH the Company and Pacific Merger CorpSub, 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 TBOC NRS and laws of the Province of British Columbia, Canada at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH the Company or Pacific Merger CorpSub, the officers of the Surviving Company are fully authorized in the name of FGH Parent, the Company and Pacific Merger Corp Sub or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30May 14, 2016 2013 (the “Closing Date”), at the offices of the Company located at Xxxxx 0000, 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx & Xxxxx, LLP, or such other time and place as FGH the Company and Pacific Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties hereto. On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Secretary of State of the State of Nevada in accordance with the TBOCNRS. The Merger shall be effective when the filing of the Certificate of Merger is filed with accepted by the Texas Secretary of State of the State of Nevada (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of StateEffective Time occurs.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH Halo as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH Halo as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) PacificGVC, FGH Halo and Pacific GVC Merger Corp, 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 TBOC at the Effective Time. If at any time after the 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 and privileges of either FGH Halo or Pacific GVC Merger Corp, the officers of the Surviving Company are fully authorized in the name of FGH Halo and Pacific GVC Merger Corp or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 2009 (the “Closing Date”), at the offices of Xxxxxx & XxxxxTxxxxxxx Sxxxxxx, LLP, 405 Lexington Avenue, 9th Floor, New York, New York, or such other time and place as FGH Halo and Pacific GVC mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than 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 Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Secretary of State in accordance with the TBOC. The Merger shall be effective when the Certificate of Merger is filed with the Texas Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with lawapplicable Laws, (i) the Certificate certificate of Incorporation incorporation and by-laws of FGH Parent as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Company, and (ii) the Bylaws of FGH as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving CompanyCorporation. (b) PacificParent, FGH Xxxxx, and Pacific Merger CorpSub, respectively, shall each use its reasonable best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the TBOC DGCL at the Effective Time. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company Corporation with full right, title and possession to all properties, rights rights, privileges, immunities, powers and privileges franchises of either FGH Xxxxx or Pacific Merger CorpSub, the officers of the Surviving Company Corporation are fully authorized in the name of FGH Parent, Xxxxx and Pacific Merger Corp Sub or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing of the transactions contemplated hereby (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), by electronic communication at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH Xxxxx and Pacific Parent mutually agree agree, at the earliest practicable time after the satisfaction or waiver of the conditions in Article VIIVII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or waiver of such conditions), but in no event later than ten (10) business days Business Days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties heretohereto (the “Closing Date”). On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Delaware Secretary of State in accordance with the TBOCDGCL. The Merger shall be effective when the filing of the Certificate of Merger is filed with accepted by the Texas Delaware Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of StateEffective Time occurs.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH Financial Gravity Wealth as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH Financial Gravity Wealth as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) PacificPBI, FGH FGCO and Pacific Merger CorpFinancial Gravity Wealth, 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 TBOC and the California General Corporation Law at the Effective Time. If at any time after the 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 and privileges of either FGH or Pacific Merger CorpFinancial Gravity Wealth, the officers of the Surviving Company are fully authorized in the name of FGH and Pacific Merger Corp Financial Gravity Wealth or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30October 31, 2016 2019 (the “Closing Date”), at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH FGCO, Financial Gravity Wealth and Pacific PBI mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than 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 Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause (i) the Certificate of Merger to be filed with the Texas Secretary of State in accordance with the TBOCTBOC and (ii) the California Agreement of Merger and related officer’s certificates to be filed with the California Secretary of State in accordance with the California Corporations Code. The Merger shall be effective when the Certificate of Merger is filed with the Texas Secretary of State and the California Agreement of Merger and related officer’s certificates are filed with the California Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of State and the California Agreement of Merger and related officer’s certificates are filed with the California Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with applicable law, (i) the Certificate Articles of Incorporation Organization of FGH X-Factor as in effect immediately prior to the Effective Time shall be the Certificate Articles of Incorporation Organization of the Surviving Company, and (ii) the Bylaws Amended Operating Agreement of FGH as in effect immediately prior to the Effective Time X-Factor shall be the Bylaws Operating Agreement of the Surviving Company. (b) PacificOXXX, FGH X-Factor and Pacific Merger CorpMergerCo, 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 TBOC DGCL and the NY LLC Law at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH X-Factor or Pacific Merger CorpMergerCo, the officers of the Surviving Company are fully authorized in the name of FGH X-Factor and Pacific Merger Corp MergerCo or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH X-Factor and Pacific OXXX mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than 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 heretohereto (the "Closing Date"). On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger of New York to be filed with the Texas New York Secretary of State in accordance with the TBOCNY LLC Law. The Merger shall be effective when the Certificate of Merger of New York is filed with the Texas New York Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas New York Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH Forta as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH Forta as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) PacificNCW, FGH FGCO and Pacific Merger CorpForta, respectively, shall each use its best efforts to take all such action actions as may be necessary or appropriate to effectuate the Merger in accordance with the TBOC CalCodes at the Effective Time. If at any time after the 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 and privileges of either FGH or Pacific Merger CorpForta, the officers of the Surviving Company are fully authorized in the name of FGH and Pacific Merger Corp Forta or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), at the offices of Xxxxxx & Xxxxx, LLP, 000 Xxxxx Xxxxx Xxxxxx, Suite 2700, Dallas, Texas 75201, commencing at 10:00 a.m. local time on the first business day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement or such other time and place as FGH FGCO, Forta and Pacific NCW mutually agree in writing (email being sufficient). Notwithstanding the foregoing, the parties hereby agree that a remote, “virtual” or telephonic Closing may be requested by any party due to the impact of COVID-19 Measures, or due to the impact of any law, regulation, statute, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such law, regulation, statute, directive, pronouncement or guideline or interpretation thereof following the date of this Agreement, or as reasonably believed necessary by such requesting party for the health and safety of its personnel (a “Remote Closing”). The parties hereby waive any objection to a Remote Closing and agree to be bound by a Remote Closing as if such Remote Closing had been a Closing which occurred at the earliest practicable time after the satisfaction or waiver a location contemplated above in this Section 2.1(c). The date of the conditions Closing is referred to herein as the “Closing Date”. Notwithstanding anything to the contrary in Article VIIthis Agreement, but in no event later than 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 heretohereby agree that PDFs and/or electronic signatures are valid and binding forms of delivery and/or signature for any documents or agreements required for or as a condition to Closing; and the parties hereby waive any objection to the delivery or execution of any such document or agreement in such forms. On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause (i) the Certificate of Merger to be filed with the Texas California Secretary of State in accordance with the TBOCCalCodes and (ii) the California Agreement of Merger and related officer’s certificates to be filed with the California Secretary of State in accordance with the CalCodes. The Merger shall be effective when the Certificate of Merger is filed with the Texas California Secretary of State and the California Agreement of Merger and related officer’s certificates are filed with the California Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas California Secretary of State and the California Agreement of Merger and related officer’s certificates are filed with the California Secretary of State.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate certificate of Incorporation incorporation of FGH Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate certificate of Incorporation incorporation of the Surviving Company, except that all references to the name of the Merger Sub shall be changed to refer to “Puma Biotechnology, Inc.” and the identity of the incorporator shall be deleted, and (ii) the Bylaws bylaws of FGH Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws bylaws of the Surviving Company. (b) PacificParent, FGH the Company and Pacific Merger CorpSub, 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 TBOC DGCL at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH the Company or Pacific Merger CorpSub, the officers of the Surviving Company are fully authorized in the name of FGH Parent, the Company and Pacific Merger Corp Sub or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30October 4, 2016 2011 (the “Closing Date”), at the offices of Xxxxxx & Xxxxxxx LLP located at 000 Xxxx Xxxxxx Xxxxx, LLP00xx Xxxxx, Xxxxx Xxxx, XX 00000 or such other time and place as FGH the Company and Pacific Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties hereto. On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Secretary of State of the State of Delaware in accordance with the TBOCDGCL. The Merger shall be effective when the filing of the Certificate of Merger is filed with accepted by the Texas Secretary of State of the State of Delaware (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of StateEffective Time occurs.

Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH Cougar as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH Cougar as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company. (b) PacificSRKP, FGH Cougar and Pacific Merger CorpMergerCo, 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 TBOC DGCL at the Effective Time. If at any time after the 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 rights, privileges, immunities, powers and privileges franchises of either FGH Cougar or Pacific Merger CorpMergerCo, the officers of the Surviving Company are fully authorized in the name of FGH SRKP, Cougar and Pacific Merger Corp MergerCo or otherwise to take, and shall take, all such lawful and necessary action. (c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30March 31, 2016 2006 (the “Closing Date”), at the offices of Xxxxxx & 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, LLPXxx Xxxx, Xxx Xxxx, or such other time and place as FGH Cougar and Pacific SRKP mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than 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 Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Delaware Secretary of State in accordance with the TBOCDGCL. The Merger shall be effective when the Certificate of Merger is filed with the Texas Delaware Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Delaware Secretary of State.