Common use of Effects of the Merger Clause in Contracts

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, immunities, powers and franchises, franchises of the Company and Acquisition Sub and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserAcquisition Sub, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and be shall become subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 each of the DGCLConstituent Corporations.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, powers immunities, licenses, franchises and franchises, authority and be subject to all of the restrictionsobligations, liabilities, restrictions and disabilities of the Company and duties of Seller and PurchaserMerger Sub, all as provided under Section 259 of this Agreement and the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Sub, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without DGCL and, without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises, of a public as well as a private nature, and shall be subject to all liabilities, obligations and penalties of the restrictionsCompany and Merger Sub, disabilities and duties of Seller and Purchaser, as provided under Section 259 of all with the effect set forth in the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller the Company and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the properties, rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties duties, of Seller the Company and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Corp, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement provided herein and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 Liabilities of the DGCLCompany and Merger Sub.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Sub I, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties duties, of Seller the Company and Purchaser, as provided under Section 259 the applicable Sections of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, immunities, powers and franchises, franchises of the Company and Merger Sub and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Sub, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and be shall become subject to all of the debts, restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 each of the DGCLConstituent Corporations.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement herein and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, From and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all of the rights, powers, privileges, powers and franchises, franchises and be subject to all of the restrictionsobligations, liabilities, restrictions and disabilities of the Company and duties of Seller and PurchaserMerger Sub, all as provided under Section 259 of in the DGCL.

Effects of the Merger. At From and after the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, DGCL and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, liabilities, restrictions and disabilities of Merger Sub and duties of Seller and Purchaserthe Company, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all the debts, liabilities and duties, of the restrictions, disabilities Company and duties of Seller and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. (a) At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, immunities, powers and franchises, franchises of the Company and Merger Sub and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Sub, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall will have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess Time all the property, rights, privileges, powers and franchisesfranchises of the Constituent Corporations shall be vested in the Surviving Corporation, and be subject to all of the restrictionsdebts, disabilities liabilities, obligations and duties of Seller the Constituent Corporations shall become the debts, liabilities, obligations and Purchaser, as provided under Section 259 duties of the DGCLSurviving Corporation.

Effects of the Merger. At and after the Effective Time, the Merger shall will have the effects set forth in this Agreement and in the appropriate provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess Time all the rights, privileges, powers and franchisesfranchises of the Company and Merger Sub shall be vested in the Surviving Corporation, and be the Surviving Corporation shall become subject to all of the restrictions, disabilities and duties of Seller the Company and Purchaser, as provided under Section 259 of the DGCLMerger Sub.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities restrictions and duties of Seller SMG and PurchaserSubcorp, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller Neuromed and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and be shall become subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 each of the DGCLConstituent Corporations.

Effects of the Merger. At and after the Effective Time, the Merger shall will have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess Time all the property, rights, privileges, powers and franchisesfranchises of the Company and Merger Sub shall be vested in the Surviving Corporation, and be subject to all of the restrictionsdebts, disabilities liabilities and duties of Seller and Purchaser, as provided under Section 259 of the DGCL.of

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation Entity shall possess all the properties, rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties duties, of Seller the Company and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, DGCL and subject thereto, at from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, franchises and be subject to all of the restrictions, disabilities disabilities, liabilities and duties of Seller the Company and Purchaser, as provided under Section 259 . As of the DGCLEffective Time, the Company shall be a wholly owned subsidiary of Parent.

Effects of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and be shall become subject to all of the restrictions, debts, liabilities, disabilities and duties of Seller and Purchaser, as provided under Section 259 each of the DGCLConstituent Corporations.

Effects of the Merger. At and after the Effective Time, the The Merger shall will have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, all rights, properties, privileges, immunities and franchises, of a public as well as a private nature, of the Company and Merger Sub will vest in the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and will be subject to all liabilities, obligations and penalties of the restrictionsCompany and Merger Sub, disabilities and duties of Seller and Purchaser, as provided under Section 259 of all with the effects set forth in the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without , and, without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises, of a public as well as a private nature, and shall be subject to all of liabilities, obligations and penalties of, the restrictionsCorporation and Merger Sub, disabilities all with the effect set forth herein and duties of Seller and Purchaser, as provided under Section 259 of in the DGCL.

Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rightsproperty, right, privileges, powers and franchisesfranchises of the Company and Merger Sub shall vest in the Surviving Corporation, and be subject to all of the debts, Liabilities, restrictions, disabilities and duties of Seller the Company and PurchaserMerger Sub shall become the debts, as provided under Section 259 Liabilities, restrictions, disabilities and duties of the DGCLSurviving Corporation.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller Company and Purchaser, as provided under Section 259 of the DGCL.

Effects of the Merger. (a) At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, immunities, powers and franchises, franchises of the Company and Merger Corp and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Corp, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and be shall become subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 each of the DGCLConstituent Corporations.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, disabilities liabilities and duties of Seller the Company and PurchaserMerger Sub, all as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities disabilities, and duties of Seller and PurchaserMerger Sub, as provided under Section 259 of the DGCL.

Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without DGCL and, without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers immunities, powers, franchises and franchisesauthorities, and shall be subject to all liabilities, obligations, debts, restrictions, duties and penalties, of the restrictions, disabilities Company and duties of Seller and Purchaser, as provided under Section 259 of the DGCLMerger Sub.

Effects of the Merger. At From and after the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and in the appropriate applicable provisions of the DGCL. Without limiting the generality of the foregoing, DGCL and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privilegespowers, powers privileges and franchises, franchises and be subject to all of the restrictionsobligations, liabilities, restrictions and disabilities of Surviving Pubco and duties of Seller and Purchaserthe Company, all as provided under Section 259 of the DGCL.