Common use of Effects of the Merger Clause in Contracts

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter shall, without any other action, possess all of the rights, privileges, powers and franchises, franchises of a public as well as of a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of Company and Capstone Sub (Company and Capstone Sub are sometimes hereinafter referred to as the "Constituent Corporations" of the Surviving Corporation); and all rights, privileges, powers and franchises of each of the Constituent CorporationCorporations, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, and shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter as effectually the property of the Surviving Corporation as they are were of the Constituent Corporations; , and the title to any real property estate vested by deed or otherwise or any other interest otherwise, in real estate vested by any instrument or otherwise in either of such the Constituent Corporations Corporations, shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of either of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a either Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Merger Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities disabilities, liabilities and duties of each of the Constituent CorporationsCompanies; and all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts debts, liabilities and duties due to each such Constituent CorporationCompany, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent CorporationsCompanies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation Company shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties such Liens had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLCayman Companies Act.

Effects of the Merger. At and after the Effective Time, : (a) the Surviving Corporation Entity shall thereupon and thereafter possess all of the rights, privileges, privileges and powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsEntities; and (b) all rights, privileges, privileges and powers and franchises of each Constituent CorporationEntity, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationEntity, on whatever account, and all causes of action belonging to each such company, shall become vested in the Surviving CorporationEntity; and (c) all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation Entity as they are of the Constituent CorporationsEntities; and (d) the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Entities shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a either Constituent Corporation Entity shall be preserved unimpaired and shall thereafter attach to the Surviving Corporation Entity and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLDLLCA.

Effects of the Merger. At On and after the Effective TimeTime (a) the Merger in all respects shall have the effect provided for in Section 259 of the DGCL, in Section 1107 of the CGCL and in this Agreement; (b) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, franchises of a public as well as of a private nature, nature of each of the Constituent Corporations, and ; (c) the Surviving Corporation shall become be subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and (d) all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall become be vested in the Surviving Corporation; and (e) all property, rights, privileges, powers and franchises, franchises and all and every other interest of each of the Constituent Corporations shall become be thereafter the property of the Surviving Corporation as they are were of the respective Constituent Corporations, and the title to real estate (if any) vested by deed or otherwise, in either of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations , shall not revert or become be in any way impaired by reason impaired; (f) all rights of the Merger; but creditors and all Liens liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired; and (g) all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and shall may be enforceable enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, franchises of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each of the Constituent CorporationCorporations, and all property, real, personal and mixed, and all debts due to each such any of the Constituent Corporation, Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter as effectually the property of the Surviving Corporation as they are were of the respective Constituent Corporations; , and the title to any real property estate vested by deed or otherwise or in any other interest in real estate vested by any instrument or otherwise in either of such the Constituent Corporations shall not revert or become be in any way impaired by reason of the Mergerimpaired; but all Liens rights of creditors and all liens upon any property of a any of the respective Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thence forth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said debts, debts and liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective TimeDate, the Merger shall have the effects specified in the NRS and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Date the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporationsparties to this Agreement; and all the rights, privileges, powers and franchises of each Constituent CorporationParent and Subsidiary, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, of them on whatever account, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation Corporation, as they are were of the Constituent Corporations; respective constituent entities, and the title to any real property vested estate, whether by deed or otherwise vested in Parent and Subsidiary or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations them, shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a Constituent Corporation the parties hereto shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall subsequently attach to the Surviving Corporation and shall may be enforceable enforced against it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after Upon the Effective Timeeffectiveness of the --------------------- Merger, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as of a private nature, of each of the Constituent Corporations, ; and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, Corporations and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, for stock subscriptions as well as all other things in action or belonging to each of such Constituent Corporations shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter as effectually the property of the Surviving Corporation as they are were of the Constituent Corporations; and the Corporation. The title to any real property estate vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Corporation shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter thenceforth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At The Merger shall have the effects specified in the DGCL and the CBCA and, at and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all singular rights, privileges, powers and franchises of each of the Constituent CorporationCorporations, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, and all other things in action or belonging to each of the Constituent Corporations, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation as they are were of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said debts, debts and liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At The Merger shall have the effects set forth in this Agreement and in the MBCA. Upon and after the Effective TimeTime of the Merger, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, both of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Company and NewCo (collectively, the “Constituent Corporations”); and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, as well for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations shall become be vested in the Surviving Corporation; and all such property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation as if they are were of the Constituent Corporations; , and the title to any real property estate vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such the Constituent Corporations shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLSurviving Corporation.

Effects of the Merger. At and after the Effective TimeTime of the Merger, the Merger shall have the effects specified in the FBCA, the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers powers, and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations; and all parties to this Agreement, the rights, privilegespowers, powers and franchises privileges of each Constituent Corporationthe Parent and the Subsidiary, and all property, real, personal personal, and mixed, and all debts due to each such Constituent Corporation, of them on whatever account, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers powers, and franchises, and all and every other interest shall become thereafter be the property of the Surviving Corporation as they are were of the Constituent Corporations; respective constituent entities, and the title to any real property vested estate whether by deed or otherwise vested in the Parent and the Subsidiary or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations them, shall not revert or become to be in any way impaired by reason of the Merger; , but all Liens rights of creditors and all liens upon any property of a Constituent Corporation the parties hereto, shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers powers, property and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers powers, property and franchises of each of the Constituent CorporationCorporations, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers powers, property and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a either Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At Section 6.1 Upon and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each a public as well as of a private nature, and be subject to all of the restrictions, disabilities and duties, of the Constituent CorporationCorporations; and all the rights, privileges, powers and franchises of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest interest, shall become be thereafter as effectually the property of the Surviving Corporation as they are were of the Constituent Corporations; , and the title to any real property estate vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such these Constituent Corporations shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and shall may be enforceable enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing foregoing, in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLWBCA.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsCompanies; and all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationCompany, on whatever account, and all choses in action belonging to each Constituent Company, shall become vested in the Surviving CorporationCompany; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation Company as they are of the Constituent CorporationsCompanies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation Company shall thereafter attach to the Surviving Corporation Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLCayman Act.

Effects of the Merger. At and after the Effective Time, : (a) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and (b) all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and (c) all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and (d) the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a either Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, : (a) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and , (b) all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and , (c) all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; , and (d) the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but provided that all Liens upon any property of a either Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all . All of the foregoing shall be in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, : (a) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and Companies, (b) all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationCompany, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and , (c) all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; Companies, and (d) the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but provided, that all Liens upon any property of a either Constituent Corporation Company shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all . All of the foregoing shall be in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, : (a) the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and Companies, (b) all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationCompany, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and , (c) all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; Companies, and (d) the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but provided, that all Liens upon any property of a either Constituent Corporation Company shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all . All of the foregoing shall be in accordance with the applicable provisions of the DGCLCBCA.

Effects of the Merger. At The Merger shall have the effects specified in the FBCC and the CBCA and, at after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all singular rights, privileges, powers and franchises of each of the Constituent CorporationCorporations, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, and all other things in action or belonging to each of the Constituent Corporations, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation as though they are were of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and shall may be enforceable enforced against it to the same extent as if said debts, debts and liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all of the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving CorporationCompany; and all property, rights, privileges, powers and franchises, and all and every other interest interest, shall become thereafter the property of the Surviving Corporation Company as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At The Merger shall have the effects set forth in this Agreement and in the CBCA and the ULLA. Upon and after the Effective TimeTime of the Merger, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, both of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Company and Aquarion MergerCo (collectively, the “Constituent CorporationsCompanies”); and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Companies on whatever account, as well for stock subscriptions and all other things in action or belonging to each of the Constituent Companies shall become be vested in the Surviving Corporation; and all such property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation as if they are were of the Constituent Corporations; Companies, and the title to any real property estate vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such the Constituent Corporations Companies shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Companies shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Companies shall thenceforth attach to the Surviving Corporation, and may be enforced against the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLSurviving Corporation.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsCompanies; and all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationCompany, on whatever account, and all choses in action belonging to each Constituent Company, shall become vested in the Surviving CorporationCompany; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation Company as they are of the Constituent CorporationsCompanies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation Company shall thereafter attach to the Surviving Corporation Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but provided, however, that all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At Upon and after the Effective TimeTime of the Merger, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, both of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of Newco and Barnstable (collectively, the "Constituent Corporations"); and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such either of the Constituent Corporation, Corporations on whatever account, as well for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations shall become be vested in the Surviving Corporation; and all such property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation as if they are were of the Constituent Corporations; , and the title to any real property estate vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such the Constituent Corporations shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a either of the Constituent Corporation Corporations shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLSurviving Corporation.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsCompanies; and all rights, privileges, powers and franchises of each Constituent CorporationCompany, and all property, real, personal and mixed, and all debts due to each such Constituent CorporationCompany, on whatever account, shall become vested in the Surviving CorporationCompany; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation Company as they are of the Constituent CorporationsCompanies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation Company shall thereafter attach to the Surviving Corporation Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCLDLLCA.

Effects of the Merger. At and after the Effective TimeDate of the Merger, the Merger shall have the effects specified in the CCL, the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Date of the Merger the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become be subject to all the restrictions, disabilities and duties of each of the Constituent Corporationsparties to this Agreement; and all the rights, privileges, powers and franchises of each Constituent CorporationRTRO and PARENT, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, of them on whatever account, shall become be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become be thereafter the property of the Surviving Corporation Corporation, as they are were of the Constituent Corporations; respective constituent entities, and the title to any real property vested estate, whether by deed otherwise vested in RTRO and PARENT or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations them, shall not revert or become be in any way impaired by reason of the Merger; but all Liens rights of creditors and all liens upon any property of a Constituent Corporation the parties hereto shall thereafter be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to the Surviving Corporation and shall may be enforceable enforced against it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving CorporationCompany; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation Company as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Table of Contents Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.