Common use of THE MERGER Section 1.01. The Merger Clause in Contracts

THE MERGER Section 1.01. The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined below), Merger Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the Business Corporation Law of the State of New York (the "New York Law"), whereupon the separate existence of Merger Subsidiary shall cease and the Company shall be the surviving corporation (the "Surviving Corporation"). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all assets, properties, rights, privileges, powers and franchises of a public or private nature of the Company and the Merger Subsidiary shall vest in the Surviving Corporation and all debts, liabilities, obligations and duties of the Company and the Merger Subsidiary shall become the debts, liabilities, obligations and duties of the Surviving Corporation. The Surviving Corporation shall assume and be liable for all the liabilities, obligations and penalties of the Company and the Merger Subsidiary. No liability or obligation due or to become due, claim or demand for any cause existing against either the Company or the Merger Subsidiary, or any stockholder, officer or director thereof, shall be released or impaired by the Merger. No action or proceeding, whether criminal or civil, then pending by or against either the Company or the Merger Subsidiary, or any stockholder, officer or director thereof, shall xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred, or the Surviving Corporation may be substituted in such action or special proceeding in place of either the Company or the Merger Subsidiary. (b) As soon as practicable, but in no event later than ten days after the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, the Company and Merger Subsidiary will file a certificate of merger (together with any other documents, certificates and instruments required by law to effectuate and consummate the Merger, all in a form reasonably acceptable to the Company and Buyer) with the Department of State of the State of New York and make all other filings or recordings required by New York Law in connection with the Merger. The Merger shall become effective at such time as the certificate of merger is duly filed with the Department of State of the State of New York (the "Effective Time").