Common use of THE MERGER AND ITS EFFECT Clause in Contracts

THE MERGER AND ITS EFFECT. Subject to the terms and conditions of this Agreement, at the Effective Time, Newco shall be merged with and into MediVators, which shall be the surviving corporation (MediVators, as the party to the Merger surviving the Merger, is sometimes hereinafter referred to as the "Surviving Corporation"), in accordance with this Agreement and which shall continue to be governed by the Laws of the State of Minnesota. Upon the effectiveness of the Merger: (a) the separate corporate existence of Newco shall cease; (b) the Surviving Corporation shall possess all of the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of MediVators and Newco; (c) all real and personal property, tangible and intangible, of every kind and description belonging to MediVators and Newco shall be vested in the Surviving Corporation without further act or deed, and the title to any real estate or any interest therein vested in either MediVators or Newco shall not revert or in any way be impaired by reason of the Merger; (d) the Surviving Corporation shall be liable for all the obligations and liabilities of each of MediVators and Newco and any claim existing or action or proceeding pending by or against either MediVators or Newco may be enforced as if the Merger had not taken place; and (e) neither the rights of creditors nor any Liens upon the property of either MediVators or Newco shall be impaired by the Merger.

THE MERGER AND ITS EFFECT. Subject to the terms and conditions of this Agreement, at the Effective Time, Newco shall be merged with and into MediVators, which Rudy's and Rudy's shall be the surviving corporation (MediVators, as the party to the Merger surviving the Merger, is sometimes hereinafter referred to as the "Surviving Corporation"), in accordance with this Agreement and which shall continue to be governed by the Laws of the State of MinnesotaAgreement. Upon the effectiveness of the Merger: (a) the separate corporate existence of Newco shall cease; (b) the Surviving Corporation shall possess all of the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of MediVators Rudy's and Newco; (c) all real and personal property, tangible and intangible, of every kind and description belonging to MediVators Rudy's and Newco shall be vested in the Surviving Corporation without further act or deed, and the title to any real estate or any interest therein vested in either MediVators Rudy's or Newco shall not revert or in any way be impaired by reason of the Merger; (d) the Surviving Corporation shall be liable for all the obligations and liabilities of each of MediVators Rudy's and Newco and any claim existing or action or proceeding pending by or against either MediVators Rudy's or Newco may be enforced as if the Merger had not taken place; and (e) neither the rights of creditors nor any Liens upon the property of either MediVators Rudy's or Newco shall be impaired by the Merger.

THE MERGER AND ITS EFFECT. Subject to the terms and conditions of this Agreement, at the Effective Time, Newco Newsub shall be merged with and into MediVatorseSMART, which shall be the surviving corporation (MediVatorseSMART, as the party to the Merger surviving the Merger, is sometimes hereinafter referred to as the "Surviving Corporation"), in accordance with this Agreement and which as of the Effective Date shall continue to be governed by the Laws of the State of MinnesotaNevada Law. Upon the effectiveness of the Merger: (a) the separate corporate existence of Newco Newsub shall cease; (b) the Surviving Corporation shall possess all of the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of MediVators eSMART and NewcoNewsub; (c) all real and personal property, tangible and intangible, of every kind and description belonging to MediVators eSMART and Newco Newsub shall be vested in the Surviving Corporation without further act or deed, and the title to any real estate or any interest therein vested in either MediVators eSMART or Newco Newsub shall not revert or in any way be impaired by reason of the Merger; (d) the Surviving Corporation shall be liable for all the obligations and liabilities of each of MediVators eSMART and Newco Newsub and any claim existing or action or proceeding pending by or against either MediVators eSMART or Newco Newsub may be enforced as if the Merger had not taken place; and (e) neither the rights of creditors nor any Liens upon the property of either MediVators eSMART or Newco Newsub shall be impaired by the Merger.