Merger; Surviving Company. In accordance with the applicable laws of the State of Texas, upon the effectiveness of the Merger the separate existence of the Company shall thereupon cease, and Purchaser, as the surviving corporation in the Merger (the "Surviving Corporation"), shall continue its corporate existence under the laws of the State of Texas. The Surviving Corporation shall possess all of the rights, privileges, immunities, powers, franchises and authority, whether of a public or of a private nature, and be subject to all restrictions, disabilities and duties of each of the constituent corporations, and all the rights, privileges, immunities, powers, franchises and authority of each of the constituent corporations, and all assets and property of every description, real, personal, and mixed, and every interest therein, wherever located, and all debts or other obligations belonging or due to either of the constituent corporations on whatever account, as well as stock subscriptions and all other choses in action or every other interest of or belonging to each of such corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, immunities, powers, franchises and authority, and all other interests, shall be thereafter as effectually the property of the Surviving Corporation as they were of the constituent corporations; but all rights of creditors and all Liens upon any property of either of the constituent corporations shall be preserved unimpaired, and the Surviving Corporation shall be liable for the obligations of each of the constituent corporations and any claim existing, or action or proceeding pending, by or against either of the constituent corporations may be prosecuted to judgment with right of appeal, as if the Merger had not taken place. The directors, officers, articles of incorporation and bylaws of the Surviving Corporation shall be those of Purchaser.
Merger; Surviving Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the Company shall continue as the surviving company of the Merger (the “Surviving Company”) and shall continue its corporate existence under the laws of the State of Delaware, and the separate corporate existence of Merger Sub shall cease.
Merger; Surviving Company. At the Effective Time and in accordance with the provisions of this Agreement and the Delaware Limited Liability Company Act (the “Act”), Merger Sub shall be merged with and into the Company, and Merger Sub shall cease to exist. The Company shall be the surviving company in the Merger (hereinafter sometimes called the “Surviving Company”) and shall continue its existence under the laws of the State of Delaware, succeeding to all rights, privileges, powers, franchises, assets, liabilities and obligations of Merger Sub in accordance with the provisions of the Act. The name of the Surviving Company shall be “Commnet Wireless, LLC” at and after the Effective Time.
Merger; Surviving Company. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.5), ABSOLUTE shall be merged with and into Merger Sub in accordance with this Agreement and the separate existence of ABSOLUTE shall thereupon cease (the "Merger"). Merger Sub shall be the surviving entity in the Merger (sometimes hereinafter referred to as the "Surviving Company") and shall remain a wholly-owned subsidiary of THERMACELL. The Merger shall have the effects specified in the applicable sections of the Texas Business Corporation Act, as amended ("TBCA") and the Texas Limited Liability Company Act, as amended ("TLLCA").
Merger; Surviving Company. At the Effective Time (as defined below), the Merging Company will be merged with and into the Surviving Company in accordance with Section 264 of the DGCL, whereupon the separate corporate existence of the Merging Company shall cease, and the Surviving Company shall continue as the surviving limited liability company in the Merger. As the surviving limited liability company, the Surviving Company will continue to exist and be governed by the laws of the State of Delaware.
Merger; Surviving Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL and the NJBCA, at the First Effective Time, Merger Sub will merge with and into the Company. As a result of the First Merger, the Company will continue as the surviving company of the First Merger (the “First Surviving Company”) and will continue its corporate existence under the laws of the state of New Jersey as a direct wholly owned Subsidiary of Merger Sub 2, and an indirect wholly owned Subsidiary of Buyer, and the separate corporate existence of Merger Sub will cease. Immediately thereafter, and as part of the same plan, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the NJBCA and the DLLCA, at the Second Effective Time, the First Surviving Company shall be merged with and into Merger Sub 2. As a result of the Second Merger, Merger Sub 2 will continue as the surviving company of the Second Merger (the “Surviving Company”) and will continue its existence under the laws of the state of Delaware as a wholly owned Subsidiary of Buyer, and the separate corporate existence of the First Surviving Company will cease.
