Common use of Merger I Clause in Contracts

Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL. (b) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. and as such shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (c) The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.

Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL. (b) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. The ExOne Company and as such shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (c) The Parties shall take all necessary actions such that the directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.

Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Merger I Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL. (b) At the Effective Time, the certificate of incorporation of the Company shall be the certificate amended and restated pursuant to Merger I in its entirety as set forth in Certificate of incorporation of the Surviving Corporation Merger I until thereafter amended in accordance with the provisions thereof and applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. and as such shall be the bylaws of the Merger I Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (c) The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Merger I Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Merger I Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Merger I Surviving Corporation’s certificate of incorporation and bylaws and applicable Law.

Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLDelaware Law, Merger Sub I shall be merged with and into the Company at the First Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation entity (the “Merger I Surviving CorporationEntity”). Merger I shall have the effects set forth in this Agreement and specified in Delaware Law. Without limiting the DGCLgenerality of the foregoing and subject thereto, at the First Effective Time, the Merger I Surviving Entity will possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions, disabilities and duties of the Company and Merger Sub I, to the fullest extent provided under Delaware Law. (b) At the First Effective Time, (i) the certificate of incorporation formation of the Company as in effect immediately prior to the First Effective Time shall be the certificate of incorporation formation of the Merger I Surviving Corporation Entity until thereafter amended in accordance with the provisions thereof and applicable Law. At Law and (ii) the Effective Time, limited liability company agreement in a form agreed among the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately Parties prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. and as such Closing shall be the bylaws limited liability company agreement of the Merger I Surviving Corporation Entity until thereafter amended in accordance with the provisions thereof and applicable Law. (c) The directors of Merger Sub I immediately prior to the First Effective Time shall, from and after the First Effective Time, be the directors managers of the Merger I Surviving CorporationEntity, and the officers of Merger Sub I immediately prior to the First Effective Time shall, from and after the First Effective Time, be the officers of the Merger I Surviving CorporationEntity, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Merger I Surviving CorporationEntity’s certificate of incorporation and bylaws formation, limited liability company agreement and applicable Law.

Merger I. (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub I shall be merged with and into the Company at the Effective Time. The separate corporate existence of Merger Sub I shall cease and the Company shall continue as the surviving corporation (the “Merger I Surviving Corporation”). Merger I shall have the effects set forth in this Agreement and specified in the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, the Merger I Surviving Corporation will possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions, disabilities and duties of the Company and Merger Sub I, to the fullest extent provided under the DGCL. (b) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. At the Effective Time, the bylaws of the Company shall be amended and restated to conform to the bylaws of Merger Sub I as in effect immediately prior to the Effective Time except that the name of the Surviving Corporation shall be FLIR Systems, Inc. and as such shall be the certificate of incorporation and bylaws of the Merger I Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law., except that references to Merger Sub I’s name shall be replaced by references to “Volumetric Biotechnologies, Inc.” (c) The directors of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Merger I Surviving Corporation, and the officers of Merger Sub I immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Merger I Surviving Corporation, in each case until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Merger I Surviving Corporation’s certificate of incorporation and incorporation, bylaws and applicable Law.