Common use of Merger; Effective Time of the Merger Clause in Contracts

Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate of Merger attached hereto as EXHIBIT 1.1 (the "Certificate of Merger"), Sub will be merged with and into Compass (the "Merger") in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Certificate of Merger provides, among other things, the mode of effecting the Merger and the manner and basis of converting each issued and outstanding share of capital stock of Compass into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock"). The Certificate of Merger shall be executed by Compass, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to the provisions of this Agreement, the Certificate of Merger shall be filed in accordance with the DGCL on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon such filing of the Certificate of Merger (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the Merger") in the State of Delaware.

Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate of , Merger attached hereto as EXHIBIT 1.1 (the "Certificate of Merger"), Sub will be merged with and into Compass SIS (the "MergerMERGER") in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Certificate of Merger provides, among other things, the mode of effecting the Merger CBCA and the manner and basis DGCL, and, as a result, SIS will become a wholly-owned subsidiary of converting each issued and outstanding share of capital stock of Compass into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock")Aspec. The Certificate of Merger shall be executed by Compass, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to In accordance with the provisions of this Agreement, the a Certificate of Merger in the form attached hereto as Exhibit A shall be filed with the Delaware Secretary of State in accordance with the DGCL and such Certificate of Merger (or, to the extent required by the CBCA, Articles of Merger in form and substance mutually acceptable to counsel for SIS and counsel for Aspec) shall be filed with the Colorado Secretary of State in accordance with the CBCA on the Closing Date (as defined in Section 1.2)2.2) and each issued and outstanding share of Common Stock, no par value, of SIS ("SIS COMMON STOCK") shall be converted into a fraction of a share of Common Stock, $0.001 par value, of Aspec ("ASPEC COMMON STOCK") in the manner contemplated by Section 3. The Merger shall become effective upon such at the time of the filing of the Certificate Merger Agreement with the Colorado Secretary of Merger State and the Delaware Secretary of State (the date of such filing being hereinafter referred to as the "Effective Date of the MergerEFFECTIVE DATE OF THE MERGER" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the MergerEFFECTIVE TIME OF THE MERGER") in the State of Delaware).

Merger; Effective Time of the Merger. Subject to the ------------------------------------------ terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate Agreement of Merger attached hereto as EXHIBIT Exhibit 1.1 (the "Certificate Agreement of Merger"), Sub will be merged with and into Compass CRC (the "Merger") in accordance with the applicable provisions of the Delaware General Corporation Law of the State of Delaware (the "DGCLDCL"). The Certificate Agreement of Merger provides, among other things, the mode of effecting the Merger and the manner and basis of converting each issued and outstanding share of capital stock of Compass CRC into shares of Common Stock, par value $.0001 per share, common stock of Avant! P-Com ("Avant! P- Com Common Stock"). The Certificate Agreement of Merger shall be executed by CompassCRC, Avant! P-Com and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to the provisions of this Agreement, the Certificate Agreement of Merger shall be filed in accordance with the DGCL DCL on the Closing Date (as defined in Section 1.2)) and with the applicable laws of the State of New Jersey. The Merger shall become effective upon such filing of the Certificate Agreement of Merger (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the Merger") in the State of Delaware.

Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate of , Merger attached hereto as EXHIBIT 1.1 (the "Certificate of Merger"), Sub will be merged with and into Compass Verilux (the "MergerMERGER") in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Certificate of Merger provides, among other things, the mode of effecting the Merger CBCA and the manner and basis DGCL, and, as a result, Verilux will become a wholly-owned subsidiary of converting each issued and outstanding share of capital stock of Compass into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock")Aspec. The Certificate of Merger shall be executed by Compass, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to In accordance with the provisions of this Agreement, the a Certificate of Merger in the form attached hereto as Exhibit A shall be filed with the Delaware Secretary of State in accordance with the DGCL and such Certificate of Merger (or, to the extent required by the CBCA, Articles of Merger in form and substance mutually acceptable to counsel for Verilux and counsel for Aspec) shall be filed with the California Secretary of State in accordance with the CBCA on the Closing Date (as defined in Section 1.2)2.2) and each issued and outstanding share of Common Stock, no par value, of Verilux ("VERILUX COMMON STOCK") shall be converted into a fraction of a share of Common Stock, $0.001 par value, of Aspec ("ASPEC COMMON STOCK") in the manner contemplated by Section 3. The Merger shall become effective upon such at the time of the filing of the Certificate Merger Agreement with the California Secretary of Merger State and the Delaware Secretary of State (the date of such filing being hereinafter referred to as the "Effective Date of the MergerEFFECTIVE DATE OF THE MERGER" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the MergerEFFECTIVE TIME OF THE MERGER") in the State of Delaware).

Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this the "Agreement") and as contemplated by the Certificate Agreement of Merger substantially in the form attached hereto as EXHIBIT Exhibit 1.1 (the "Certificate Agreement of Merger"), Sub will be merged with and into Compass FrontLine (the "Merger") in accordance with the applicable provisions of the General Corporation Law corporate laws of the State of Delaware ("Delaware Law") and the State of California ("DGCLCalifornia Law"). The Certificate Agreement of Merger provides, among other things, the mode of effecting the Merger and the manner and basis of converting each issued and outstanding share of capital stock of Compass FrontLine into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock"). The Certificate Agreement of Merger shall be executed by CompassFrontLine, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to the provisions of this Agreement, the Certificate Agreement of Merger shall be filed in accordance with the DGCL Delaware Law and California Law on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon such filing of the Certificate Agreement of Merger (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the Merger") in the State of California, which for purposes of Delaware Law shall also be the Effective Time of the Merger in Delaware.

Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate of , Merger attached hereto as EXHIBIT 1.1 (the "Certificate of Merger"), Sub will be merged with and into Compass Chip & Chip (the "MergerMERGER") in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Certificate of Merger provides, among other things, the mode of effecting the Merger CBCA and the manner and basis DGCL, and, as a result, Chip & Chip will become a wholly-owned subsidiary of converting each issued and outstanding share of capital stock of Compass into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock")Aspec. The Certificate of Merger shall be executed by Compass, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to In accordance with the provisions of this Agreement, the a Certificate of Merger in the form attached hereto as Exhibit A shall be filed with the Delaware Secretary of State in accordance with the DGCL and such Certificate of Merger (or, to the extent required by the CBCA, Articles of Merger in form and substance mutually acceptable to counsel for Chip & Chip and counsel for Aspec) shall be filed with the California Secretary of State in accordance with the CBCA on the Closing Date (as defined in Section 1.2)2.2) and each issued and outstanding share of Common Stock, no par value, of Chip & Chip ("CHIP & CHIP COMMON STOCK") shall be converted into a fraction of a share of Common Stock, $0.001 par value, of Aspec ("ASPEC COMMON STOCK") in the manner contemplated by Section 3. The Merger shall become effective upon such at the time of the filing of the Certificate Merger Agreement with the California Secretary of Merger State and the Delaware Secretary of State (the date of such filing being hereinafter referred to as the "Effective Date of the MergerEFFECTIVE DATE OF THE MERGER" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the MergerEFFECTIVE TIME OF THE MERGER") in the State of Delaware).