Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time Purchaser will shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCLGCL, at the Effective Time, Time the Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective Time, Purchaser will be merged Company shall merge with and into Buyer in accordance with the CompanyDGCL. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser will ceaseCompany shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the laws of the State of Delaware (Buyer, and the Company will continue as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will Acquisition shall be merged with and into the Company. As a result of Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Company”) and the separate corporate existence of Purchaser will Acquisition shall cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged shall merge with and into Seller. Seller shall continue as the Companysurviving corporation (the “Surviving Corporation”), and the separate corporate existence of Seller, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”)shall terminate.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Purchaser will Acquisition shall cease. GP, as the sole stockholder of Acquisition, hereby approves this Agreement, the Merger and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”)other transactions contemplated hereby.

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCLGCL, at the Effective Time, Time (as defined in Section 2.02) the Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 2.3). As a result of At the MergerEffective Time, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the DGCL.

The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, (a) Purchaser will be merged merge with and into the Company. As a result of Company (the “Merger, ”) and (b) the separate corporate existence of Purchaser will cease, cease and the Company will continue its corporate existence under Delaware law as the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon At the terms Effective Time (as defined in Section 2.3 hereof), and subject to the terms and conditions of this Agreement hereof and in accordance with Section 251(h) the provisions of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of Company in accordance with the MergerDGCL and substantially in the manner described in the Offer, the separate corporate existence of Purchaser will shall thereupon cease, and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). Purchaser and the Company are sometimes hereinafter referred to collectively as the "Constituent Corporations."

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, the Purchaser shall merge with and into the Company at the Effective Time, Purchaser will be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Purchaser in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined below), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As Company and as a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of entity following the Merger (sometimes referred to herein as the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the Offer Closing.

The Merger. Upon the terms and subject to the conditions of this Agreement set forth herein, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will (or another direct or indirect subsidiary of Parent) shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCLCGCL, at the Effective Time, Time the Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms of this Agreement and ---------- subject to the conditions of this Agreement set forth in Article IX, and in accordance with Section 251(h) of the BCL and the DGCL, at the Effective Time, Purchaser will the Company shall be merged with and into the CompanyPurchaser. As a result of the Merger, the separate corporate existence of Purchaser will cease, the Company shall cease and the Company will Purchaser shall continue as the surviving corporation of (sometimes referred to herein as the Merger (the “"Surviving Corporation”").. ---------------------

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation of the Merger under the DGCL (the “Surviving Corporation”).

The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser Acquisition Corp. will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser Acquisition Corp. will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger will have the effects as provided by the DGCL, other applicable Law and this Agreement.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined in Section 2.03), Purchaser will Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, Acquisition shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions ------------------------ of this Agreement and in accordance with Section 251(h) of the DGCLDGCL and the VSCA, at the Effective TimeTime (as defined in Section 2.2), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) the provisions of the DGCL, Purchaser will merge with and into the Company at the Effective Time, Purchaser will be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of Purchaser will cease, and the terminate. The Company will continue as be the surviving corporation of the Merger (the “Surviving Corporation”)) and will continue its corporate existence under the laws of the State of Delaware.

The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will Acquisition shall be merged with and into the Company. As a result of Following the Merger, the Company shall continue as the surviving corporation (the "SURVIVING COMPANY") and the separate corporate existence of Purchaser will Acquisition shall cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article X and in accordance with Section 251(h) of the DGCL, in the event the Offer is consummated, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, (i) Purchaser will be merged merge with and into the Company. As a result of Company (the “Merger, ”) and (ii) the separate corporate existence of Purchaser will cease, cease and the Company will continue its corporate existence under Delaware law as the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany (the “Merger”). As a result of Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall continue its existence under the DGCL, and the separate corporate existence of Purchaser will shall cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLCGCL, at the Effective TimeTime (as defined in Section 2.3(b)), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”")., with the name Axiohm Inc.

The Merger. Upon At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany in the Merger. As a result of Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Purchaser will shall cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined in Section 2.3), subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) the applicable provisions of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser will shall thereupon cease, and the . The Company will continue as shall be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)) and a wholly owned subsidiary of Parent. The Merger shall have the effects specified in Section 259 of the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article 8, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). Such merger shall be governed by Section 251 of the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined in Section 2.2), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective Time, Purchaser Time (as defined in Section 1.3) the Company will be merged with and into the CompanyPurchaser in accordance with the provisions of the DGCL. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of the Merger (Company will cease. The Purchaser and the “Surviving Corporation”)Company are sometimes referred to collectively as the "Constituent Corporations."

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement set forth in Article VIII, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged shall merge with and into the Company. As a result Company shall continue as the surviving corporation (the “Surviving Corporation”), and the separate corporate existence of Company, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Upon consummation of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”)shall terminate.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Purchaser will cease, and the Company will continue as shall be the surviving corporation (the "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of the Merger (Purchaser in accordance with the “Surviving Corporation”)DGCL.

The Merger. Upon At the Effective Time, subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) the applicable provisions of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser will shall thereupon cease, and the . The Company will continue as shall be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”"SURVIVING CORPORATION"). The Merger shall have the effects specified in the DGCL.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective Time, in accordance with this Agreement and the DGCL, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation survivor of the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, Acquisition shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING CORPORATION") until a Second Merger occurs in accordance with Section 4.19.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, the Purchaser shall merge with and into the Company at the Effective Time, Purchaser will be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger and as a wholly-owned Subsidiary of the Parent (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Purchaser in accordance with the DGCL.

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time (as defined below) Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. Upon At the terms and subject to the conditions of Effective Time (as defined in Section 1.3 hereof), in accordance with this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will (except as may be continued by operation of law) shall cease, and the Company will shall continue as the surviving corporation of under the corporate name it possesses immediately prior to the Effective Time. Company after the Merger (hereinafter sometimes is referred to as the “"Surviving Corporation”)."

The Merger. SECTION 2.01 The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined below), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall continue its existence under the DGCL as a wholly-owned Subsidiary of Parent.

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). The Merger shall have the effects as provided by the DGCL and other applicable law.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective TimeTime (defined below), in accordance with this Agreement and the DGCL, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective TimeAgreement, Purchaser will shall be merged with and into the Company. As a result of the MergerCompany in accordance with applicable law, whereupon the separate corporate existence of Purchaser will shall cease, and the Company will continue as shall be the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time the Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined below), Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. Upon At the Effective Time (as defined in Section 2.3), subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) the applicable provisions of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser will shall thereupon cease, and the . The Company will continue as shall be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”"). The Merger shall have the effects specified in the DGCL.

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement hereof, and in accordance with Section 251(h) of the DGCLDGCL and the TBCA, at the Effective Time, Purchaser will Buyer shall be merged with and into the CompanyCompany at the Effective Time (the "Merger"). As a result Upon consummation of the Merger, the separate corporate existence of Purchaser will cease, Buyer shall cease and the Company will continue as shall be the surviving corporation of the Merger (the “"Surviving Corporation”)") and an indirect wholly-owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of this Agreement and set forth in the Merger Agreement, and, in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser will cease, thereupon cease and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”)corporation.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time Purchaser will be merged shall merge with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of ---------- this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective TimeTime in accordance with the DGCL, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").. ---------------------

The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective Time, Purchaser will be merged Company shall merge with and into Buyer in accordance with the CompanyDGCL and the GBCLM. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser will ceaseCompany shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the laws of the State of Delaware (Buyer, and the Company will continue as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective TimeTime in accordance with the DGCL, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation. The Company as the surviving corporation of after the Merger (hereinafter sometimes is referred to as the “Surviving Corporation”)"SURVIVING CORPORATION."

The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions contained herein, and in accordance with the applicable provisions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time (as defined in Section 1.02) Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective Time, Purchaser will be merged Company shall merge with and into Buyer in accordance with the CompanyDGCL and the MBCA. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser will ceaseCompany shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the Laws of the DGCL. Buyer, and the Company will continue as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") in accordance with the DGCL.

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser Acquisition Corp. will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser Acquisition Corp. will cease, and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger will have the effects as provided by the DGCL and other applicable law.

The Merger. Upon At the terms and subject to the conditions of Effective Time (as defined in Section 1.4 hereof), in accordance with this Agreement and in accordance with Section 251(h) 251 of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will (except as may be continued by operation of law) shall cease, and the Company will shall continue as the surviving corporation of under the corporate name it possesses immediately prior to the Effective Time. The Company after the Merger sometimes is referred to herein after as the Surviving Corporation (the “"Surviving Corporation”).

The Merger. Upon The Merger Agreement provides that, on the terms and subject to the conditions of this Agreement and set forth in accordance with Section 251(h) of the DGCL, at the Effective TimeMerger Agreement, Purchaser will be merged with and into the CompanyCompany in accordance with the applicable provisions of the DGCL. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation Surviving Corporation. At the Effective Time, by virtue of the Merger (and without any action on the “Surviving Corporation”).part of the holder of any Shares,

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article 8, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time without a vote on the adoption of this Agreement by the Company’s stockholders.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCLAgreement, at the Effective TimeTime in accordance with the DGCL, Purchaser will shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation. Company as the surviving corporation of after the Merger (hereinafter sometimes is referred to as the “"Surviving Corporation”)."

The Merger. Upon At the Effective Time, subject to the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) the applicable provisions of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser will shall thereupon cease, and the . The Company will continue as shall be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”"). The Merger shall have the effects specified in the DGCL.

The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and, in accordance with the DGCL, shall succeed, without other transfer, to all the rights and property of Purchaser and shall be subject to all the debts and liabilities of Purchaser in the same manner as if the Surviving Corporation had itself incurred them.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined below), Purchaser will Buyer shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, Buyer shall cease and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser will shall thereupon cease, and the Company will continue as shall be the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall continue its existence under the DGCL as a wholly-owned subsidiary of Parent.

The Merger. Upon the terms of this Agreement and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCLDGCL and the LLC Act, at the Effective TimeTime (as defined in Section 1.02), the Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Purchaser will shall cease, and the Company will shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) in accordance with the DGCL.

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Purchaser will Acquisition shall cease. Parent, and the Company will continue as the surviving corporation sole stockholder of Acquisition, hereby approves the Merger (the “Surviving Corporation”)and this Agreement.

The Merger. Upon At the terms Effective Time and subject to and upon the ---------- terms and conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation. The Company as the surviving corporation of after the Merger (hereinafter sometimes is referred to as the “"Surviving Corporation”)." ---------------------

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). The Merger shall have the effects as provided by the DGCL and other applicable law.

The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Time the Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will cease, shall cease and the Company will shall continue as the surviving corporation of the Merger (the “Company from and after the Effective Time hereinafter referred to as the "Surviving Corporation”").

The Merger. Upon Subject to and upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective TimeTime (as defined in Section 2.2), the Purchaser will shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser will shall cease, and the Company will shall continue as the surviving corporation and the separate corporate existence of the Merger (Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the “Merger. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser will be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Purchaser will cease, cease and the Company will continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. Upon the terms and subject to the conditions of set forth in ---------- this Agreement and in accordance with Section 251(h) of the MBCL and DGCL, at the Effective Time, Purchaser Time the Company will be merged with and into the Company. As a result of the MergerBuyer, the separate corporate existence of Purchaser will the Company shall cease, and the Company will Buyer shall continue as the surviving corporation of in the Merger (the “"Surviving Corporation”").