Common use of Rights, Privileges, Etc Clause in Contracts

Rights, Privileges, Etc. At the Effective Time, the separate corporate existence of Gladstone-Washington shall cease, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public or private nature and be subject to all the restrictions, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers and franchises of Gladstone- Washington on whatever account, as well for share subscriptions and all other things in action, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate vested by deed or otherwise shall not revert or be in any way impaired by reason of the Merger, but all rights of creditor and liens upon any property of Gladstone-Washington shall be reserved unimpaired, and all debts, liabilities and duties of Gladstone-Washington shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-Washington.

Rights, Privileges, Etc. At the Effective Time, the separate corporate existence of GladstoneCanmax-Washington Wyoming shall cease, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public or private nature and be subject to all the restrictions, disabilities and duties of GladstoneCanmax-WashingtonWyoming; and all the rights, privileges, powers and franchises of Gladstone- Washington Canmax-Wyoming on whatever account, as well for share subscriptions and all other things in action, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of GladstoneCanmax-WashingtonWyoming, and the title to any real estate vested by deed or otherwise shall not revert or be in any way impaired by reason of the Merger, but all rights of creditor and liens upon any property of GladstoneCanmax-Washington Wyoming shall be reserved unimpaired, and all debts, liabilities and duties of GladstoneCanmax-Washington Wyoming shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; providedPROVIDED, howeverHOWEVER, that such liens upon property of GladstoneCanmax-Washington Wyoming will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- WashingtonCanmax-Wyoming, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to GladstoneCanmax-WashingtonWyoming.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises and franchises authority, of a public or as well as of a private nature nature, of Xiamen Sub and be subject to Highlight; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- Washington or belonging to or due to each of Xiamen Sub and Highlight on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving Corporation; and all propertyCorporation without further act or deed, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Xiamen Sub or otherwise Highlight, shall not revert or be in any way be impaired by reason of this merger; and all of the Merger, but all rights of creditor creditors of Xiamen Sub and Highlight shall be preserved unimpaired, and all liens upon any the property of Gladstone-Washington Xiamen Sub or Highlight shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided. Further Assurances From time to time, howeveras and when required by the Surviving Corporation or by its successors and assigns, that there shall be executed and delivered on behalf of Xiamen Sub such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate actsdeeds and other instruments, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, there shall be taken for or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Xiamen Sub and otherwise to carry out the purposes as of this Agreement, and the acts, plans, policies, agreements, arrangements, approvals officers and authorizations directors of the Surviving Corporation, its shareholders, Board Corporation are fully authorized in the name and on behalf of Directors Xiamen Sub or otherwise to take any and committees thereof, respectively, all such action and shall be as effective to execute and binding thereon a the same were with respect to Gladstone-Washingtondeliver any and all such deeds and other instruments.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises and franchises authority, of a public or as well as of a private nature nature, of Bad Toys Nevada and be subject to Paladin Florida; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- Washington or belonging to or due to each of Southland Delaware and Paladin Florida on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving CorporationCorporation without further act or deed; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Bad Toys Nevada or otherwise Paladin Florida, shall not revert or be in any way be impaired by reason of this Merger; and all of the Merger, but all rights of creditor creditors of Bad Toys Nevada and Paladin Florida shall be preserved unimpaired, and all liens upon any the property of Gladstone-Washington Bad Toys Nevada or Paladin Florida shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-Washington.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises and franchises authority, of a public or as well as of a private nature nature, of Abakan and be subject Waste to Energy; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- Washington or belonging to or due to each of Abakan and Waste to Energy on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving Corporation; and all propertyCorporation without further act or deed, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Abakan or otherwise Waste to Energy, shall not revert or be in any way be impaired by reason of this merger; and all of the Merger, but all rights of creditor creditors of Abakan and Waste to Energy shall be preserved unimpaired, and all liens upon any the property of Gladstone-Washington Abakan or Waste to Energy shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided. 3.2 FURTHER ASSURANCES From time to time, howeveras and when required by the Surviving Corporation or by its successors and assigns, that there shall be executed and delivered on behalf of Abakan such liens upon property deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of Gladstone-Washington will be limited record or otherwise in the Surviving Corporation the title to and possession of all the property affected thereby immediately prior property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Abakan and otherwise to carry out the Merger. All corporate actspurposes of this Agreement, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, the officers and agents which were valid directors of the Surviving Corporation are fully authorized in the name and effective immediately on behalf of Abakan or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 4. GENERAL 4.1 ABANDONMENT Notwithstanding any approval of the Merger or this Agreement by the shareholders of Abakan Waste to Energy or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Abakan and Waste to Energy. 4.2 AMENDMENT At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Abakan and Waste for Energy. 4.3 GOVERNING LAW This Agreement shall be taken for all purposes as governed by and construed and enforced in accordance with the acts, plans, policies, agreements, arrangements, approvals and authorizations laws of the Surviving Corporation, its shareholders, Board State of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-WashingtonNevada.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises and franchises authority, of a public or as well as of a private nature nature, of Cathay Delaware and be subject to Cathay Wyoming; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- Washington or belonging to or due to each of Cathay Delaware and Cathay Wyoming on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving Corporation; and all propertyCorporation without further act or deed, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Cathay Delaware or otherwise Cathay Wyoming, shall not revert or be in any way be impaired by reason of this merger; and all of the Merger, but all rights of creditor creditors of Cathay Delaware and Cathay Wyoming shall be preserved unimpaired, and all liens upon any the property of Gladstone-Washington Cathay Delaware or Cathay Wyoming shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-Washington.

Rights, Privileges, Etc. At the Effective Time, the separate corporate existence of GladstoneAscendant-Washington Texas shall cease, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public or private nature and be subject to all the restrictions, disabilities and duties of GladstoneAscendant-WashingtonTexas; and all the rights, privileges, powers and franchises of Gladstone- Washington Ascendant-Texas on whatever account, as well for share subscriptions and all other things in action, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of GladstoneAscendant-WashingtonTexas, and the title to any real estate vested by deed or otherwise shall not revert or be in any way impaired by reason of the Merger, but all rights of creditor and liens upon any property of GladstoneAscendant-Washington Texas shall be reserved unimpaired, and all debts, liabilities and duties of GladstoneAscendant-Washington Texas shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; provided, however, that such liens upon property of GladstoneAscendant-Washington Texas will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- WashingtonAscendant-Texas, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a as the same were with respect to GladstoneAscendant-WashingtonTexas.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises -------------------------------------------------------------------------------- Page 3 6 and franchises authority, of a public or as well as of a private nature nature, of Amazon Washington and be subject to Amazon Delaware; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- or belonging to or due to each of Amazon Washington and Amazon Delaware on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving CorporationCorporation without further act or deed; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Amazon Washington or otherwise Amazon Delaware, shall not revert or be in any way be impaired by reason of this merger; and all of the Merger, but all rights of creditor creditors of Amazon Washington and Amazon Delaware shall be preserved unimpaired, and all liens upon any the property of Gladstone-Amazon Washington or Amazon Delaware shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-Washington.

Rights, Privileges, Etc. At On the Effective TimeDate of the Merger, the separate corporate existence of Gladstone-Washington ----------------------- Surviving Corporation, without further act, deed or other transfer, shall ceaseretain or succeed to, as the case may be, and the Surviving Corporation shall possess and be vested with all the rights, privileges, powers immunities, powers, franchises and franchises authority, of a public or as well as of a private nature nature, of Cytation and be subject to Deer Valley; all the restrictionsproperty of every description and every interest therein, disabilities and duties of Gladstone-Washington; and all the rights, privileges, powers debts and franchises other obligations of Gladstone- Washington or belonging to or due to each of Cytation and Deer Valley on whatever accountaccount shall thereafter be taken and deemed to be held by or transferred to, as well for share subscriptions and all other things in actionthe case may be, shall be vested or invested in the Surviving CorporationCorporation without further act or deed; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as the same were of Gladstone-Washington, and the title to any real estate estate, or any interest therein vested by deed in Cytation or otherwise Deer Valley, shall not revert or be in any way be impaired by reason of this Merger; and all of the Merger, but all rights of creditor creditors of Cytation and Deer Valley shall be preserved unimpaired, and all liens upon any the property of Gladstone-Washington Cytation or Deer Valley shall be reserved preserved unimpaired, and all debts, liabilities liabilities, obligations and duties of Gladstone-Washington the respective corporations shall thenceforth attach to remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if such all of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by it; provided, however, that such liens upon property of Gladstone-Washington will be limited to the property affected thereby immediately prior to the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Gladstone- Washington, its shareholders, Board of Directors and committees thereof, officers and agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation, its shareholders, Board of Directors and committees thereof, respectively, and shall be as effective and binding thereon a the same were with respect to Gladstone-Washington.