Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which the Company shall be merged with and into Merger Sub, the Companyseparate corporate existence of the Company shall thereupon cease, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.

The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Articles of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined below), Merger Sub the Company shall be merged with and into the CompanyMerger Sub, and whereupon the separate existence of Merger Sub the Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in under the corporate name it possesses immediately prior to the Effective Time. Company as the surviving corporation after the Merger (is sometimes hereinafter referred to as the “"Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the Corporation Law, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and the separate corporate existence of Merger Sub shall cease.

The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Company will merge with and into Merger Sub (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as be the corporation surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged merge with and into the CompanyCompany in accordance with the GCL, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (Merger. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).

The Merger. Upon At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeCorporate Code, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of the Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation. Company as the surviving corporation in of the Merger (is hereinafter sometimes referred to as the “"Surviving Corporation”)."

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeAct, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger Surviving Company and as a direct, wholly-owned Subsidiary of Buyer (the “Surviving CorporationMerger”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the KGCC, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeAct, Merger Sub shall be merged merge with and into the Company, and with the separate existence of Merger Sub shall cease. The Company will continue continuing as the surviving corporation in of such merger, at the Merger (the “Surviving Corporation”)Effective Time.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NYBCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger“). The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”“), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.

The Merger. Upon At the Effective Time and subject to and upon the terms and subject conditions of this Agreement and the applicable provisions of the NRS. Merger Sub and the Company shall consummate the Merger, pursuant to the conditions set forth in this Agreement, at the Effective Time, which Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (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 set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) in accordance with the DLLCA.

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as hereinafter defined), Merger Sub Subsidiary shall be merged with and into the CompanyCompany pursuant to the terms and conditions set forth herein and in a plan of merger (the "Plan of Merger"). At the Effective Time, and the separate existence of Merger Sub Subsidiary shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").

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

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3(b)), Merger Sub shall be merged with and into the CompanyCompany (the merger of Merger Sub into the Company being referred to as the “Merger”). By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Certificate of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of HoldCo.

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

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

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the OGCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).

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

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

The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at the Effective TimeCertificate of Merger, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NYBCL, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the CompanyMerger, and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in of the Merger as a wholly owned subsidiary of Parent (the “"Surviving Corporation”").

The Merger. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth contained in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyBPOMS, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger”). The Company will BPOMS shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in this Article II. The Merger (shall have the “Surviving Corporation”)effect provided in this Agreement and as specified in the DGCL.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, Merger Sub in accordance with this Agreement and the NRS, the Company shall be merged with and into the CompanyMerger Sub, and the separate existence of the Company shall cease, and Merger Sub shall cease. The Company will continue as the surviving corporation in entity. For purposes of this Agreement, (i) the entity surviving the Merger after the Effective Time may be referred to as the "Surviving Entity" and (ii) the “Surviving Corporation”)Company and Merger Sub are collectively referred to as the "Constituent Entities."

The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeCorporation Law, Merger Sub shall be merged with and into Total (the Company"Merger"). Following the Merger, Total shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation limited liability company in the Merger (the “Surviving CorporationEntity”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Chapter 92A of the NRS, at the Effective Time, Time Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The cease and the Company will continue shall become a wholly owned subsidiary of Acquirer (sometimes referred to herein as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at the Effective TimePBCL, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, as the surviving corporation in after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).

The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 2.4), Merger Sub shall be merged merge with and into the Company, Company with the Company thereafter continuing as the surviving corporation (the "Surviving Corporation") and the separate --------------------- corporate existence of Merger Sub shall cease. The Company will continue as Merger shall have the surviving corporation effects set forth in the Merger (the “Surviving Corporation”)FBCA.

The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the DCGL, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.

The Merger. Upon At the terms Closing, on and subject to the terms and conditions set forth in of this Agreement, at Company and Merger Sub will consummate the Effective TimeMerger by a merger of the Company with and into Merger Sub, pursuant to which Merger Sub shall be merged with and into the Company, and entity surviving the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)Merger.

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Merger Statute, at the Effective Time, Time the Merger Sub shall will be merged with and into the Company. As a result of the Merger, (a) the separate corporate existence of the Merger Sub will cease and the separate existence of Merger Sub shall cease. The Company will continue its corporate existence under the Merger Statute as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”), and (b) Hightimes shall own 100% of the Company Common Stock.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving CorporationEntity”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCGCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”)., and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in

The Merger. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the applicable provisions of the Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”). The Merger shall be governed by and effected under the DGCL.

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.02), Merger Sub shall be merged with and into the Company, Company in accordance with this Agreement and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, at the “Effective Time” (as defined in Section 1.2 hereof), Merger Sub Company shall be merged with and into Merger Sub, which shall be the Companysurviving corporation (the “Surviving Corporation”) in the Merger, and the separate existence of Merger Sub Company shall thereupon cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

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

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as defined in Section 1.3). Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the NRS.

The Merger. Upon Subject to the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementAct, at the Effective Time, Merger Sub shall be merged with and into the Company, Company (the “Merger”) and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) and as the wholly-owned subsidiary of Parent. The separate corporate existence of Merger Sub will terminate following the Merger.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Timehereof, Merger Sub shall be merged with and into the Company at the Effective Time (as defined below). Following the Merger, the Company, with all its purposes, objects, rights, privileges, powers and the separate existence of franchises, shall continue, and Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)cease to exist.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the TBCA, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").

The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, the Merger Sub will merge with and into the Company (the "Merger") at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, and pursuant to Section 104H of the Companies Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation company in the Merger (such surviving company, the “Surviving CorporationCompany”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.

The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company▇▇▇▇▇ in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as ▇▇▇▇▇ shall be the surviving corporation entity in the Merger (the “Surviving CorporationEntity”). The Merger shall have the effects specified herein and in the DGCL.

The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”)) and, at the Effective Time, the separate corporate existence of Merger Sub shall cease.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with Part XVI of the Effective TimeCompanies Law, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as hereinafter defined). At the Effective Time of the Merger, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)company and a wholly-owned subsidiary of Parent.

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act and the DE LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged merge with and into the CompanyCompany in accordance with the GCL, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (Merger. The Company, in its capacity as the “corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Merger Sub will merge with and into Company at the Effective Time, Merger Sub shall be merged with and into the Company, Time and the separate corporate existence of Merger Sub shall will thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”), and the separate corporate existence of Company, with all of its rights, privileges, summary powers and franchises, shall continue unaffected by the Merger, except as provided for in Section 2.4.

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in and a wholly-owned subsidiary of Parent. The Company, following the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”).

The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.

The Merger. Upon the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementKGCC, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

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

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyMerger Partner, and the separate existence of Merger Sub shall cease. The Company will , and Merger Partner shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the Company“Merger”). As a result of the Merger, and at the Effective Time, the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in the Merger (Merger. Company, as the surviving corporation following the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCCC, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the ““ Surviving CorporationCompany”)) in accordance with the DLLCA.

The Merger. Upon At the terms Effective Time, on and subject to the conditions set forth in terms of this Agreement, at Company will merge with and into Sub (the Effective Time“Merger”). The separate existence of Company shall cease, Merger and Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the corporation surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with applicable state corporation laws, the Effective Time, Merger Sub Company shall be merged with and into Merger Sub at the CompanyEffective Time (as defined in Section 1.3 below). Upon the Effective Time, and the separate existence of the Company shall cease, and Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").

The Merger. 1.1 The Merger. (a) Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”)) and as a wholly owned subsidiary of Acquirer.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Parent, Merger Sub and the Company shall cause Merger Sub to be merged with and into the Company, and whereupon the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Merger Agreement, at and in accordance with the Effective TimeAct, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving CorporationCompany”).

The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VIII, and in accordance with the URBCA, at the Effective TimeTime (as defined below in Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeLBCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in (Merger Sub and the Merger (Company are sometimes hereinafter referred to as “Constituent Corporations” and, as the context requires, the Company is sometimes hereinafter referred to as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeURULLCA, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in company of the Merger (referred to herein as the “Surviving CorporationCompany”).

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at applicable provisions of the Effective TimeCompanies Law, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving CorporationCorp”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective TimeTime (as defined in Section 2.03 hereof), in accordance with this Agreement and the Corporation Law, Merger Sub shall be merged with and into the Holding Company, and the separate existence of Merger Sub (except as may be continued by operation of law) shall cease. The , and the Holding Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”"). The Holding Company and Merger Sub are sometimes referred to herein as the "Constituent Entities."

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

The Merger. Upon In accordance with NRS 92A.100, and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Merger Sub shall, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger entity (the “Surviving CorporationCompany”). At the Effective Time, the effect of the Merger shall be as provided in NRS 92A.250.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, Merger Sub shall be merged with and into Company in accordance with Section 18-209 of the CompanyDLLCA, and whereupon the separate corporate existence of Merger Sub shall cease. The , and Company will shall continue as the surviving corporation limited liability company in the Merger (the “Surviving CorporationEntity”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the PAC, at the Effective Time, (a) Merger Sub shall be merged will merge with and into the Company, and (b) the separate corporate existence of Merger Sub shall cease. The will cease and the Company will continue its corporate existence under the PAC as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. The Merger shall have the effects specified in the DGCL and in this Agreement.

The Merger. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The cease and the Company will continue shall become a wholly owned subsidiary of Acquirer Sub (sometimes referred to herein as the surviving corporation in the Merger (the “Surviving Corporation”).

The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall will be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall will thereupon cease. The Company will continue as the surviving corporation survive in the Merger (being sometimes hereinafter referred to in such capacity as the “Surviving Corporation”).Surviving

The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth in of this AgreementAgreement and the provisions of Applicable Laws, at the Effective Time, Merger Sub Company shall be merged with and into the CompanyMerger Sub, the separate corporate existence of the Company shall cease, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in and as a wholly-owned Subsidiary of Parent. For times and periods after the Effective Time, the surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). Upon the consummation of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.

The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) in accordance with the DGCL.

The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall will be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall cease. The will cease and the Company will continue as be the surviving corporation in the Merger (the “Surviving Corporation”). As a result of the Merger, all of the respective outstanding shares of capital stock of the Company and Merger Sub will be converted or cancelled in the manner provided in Article II.

The Merger. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the applicable provisions of the CGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).

The Merger. Upon Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub the Company shall be merged with and into the Company, Merger Sub and the separate corporate existence of the Company shall cease. Following the Merger, Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger entity (the “"Surviving Corporation”)Entity") and shall be a direct wholly owned subsidiary of Parent.

The Merger. (a) Merger of the Sub Into Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall ceasecease (the "Merger"). The Company will shall continue as the surviving corporation in the of said Merger (the “"Surviving Corporation”").

The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the Combinations Law, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation entity in the Merger (the “Surviving CorporationEntity”)) and the separate corporate existence of Merger Sub shall cease.