Common use of The Mergers Clause in Contracts

The Mergers. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, (a) the Company shall be merged with and into Company Merger Sub in accordance with the Delaware General Corporation Law (“Delaware Law”), the separate corporate existence of the Company shall cease, and Company Merger Sub shall continue as the surviving corporation (the “Company Merger”), and (b) Brekford Merger Sub shall be merged with and into Brekford in accordance with Delaware Law, the separate corporate existence of Brekford Merger Sub shall cease, and Brekford shall continue as the surviving corporation (the “Brekford Merger”).The Company Merger and the Brekford Merger are herein collectively referred to as the “Mergers” and each individually as a “Merger.” The Company Merger Sub and Brekford as the surviving corporations after the Mergers are herein sometimes collectively referred to as the “Surviving Corporations” and each individually as a “Surviving Corporation” and the Company and Brekford Merger Sub as the non-surviving corporations after the Mergers are herein sometimes collectively referred to as the “Merged Corporations” and each individually as a “Merged Corporation.”

The Mergers. At the Effective Time, Time and subject ----------- to and upon the terms and conditions of this Agreement, (a) the Company E-Sub shall be merged with and into Company Merger Sub EXCEL in accordance with the Delaware General Corporation Law (“"Delaware Law”"), the separate corporate existence of the Company E-Sub shall cease, and Company Merger Sub EXCEL shall continue as the surviving corporation (the “Company "EXCEL Merger”), ") and (b) Brekford Merger T-Sub shall be merged with and into Brekford Telco in accordance with Delaware the Virginia Stock Corporation Act ("Virginia Law"), the separate corporate existence of Brekford Merger T-Sub shall cease, and Brekford Telco shall continue as the surviving corporation (the “Brekford Merger”).The Company "Telco Merger"). The EXCEL Merger and the Brekford Telco Merger are herein collectively referred to as the “"Mergers” " and each individually as a “"Merger.” The Company Merger Sub " EXCEL and Brekford Telco as the surviving corporations after the Mergers are herein sometimes collectively referred to as the “"Surviving Corporations” " and each individually as a “"Surviving Corporation” " and the Company E-Sub and Brekford Merger T-Sub as the non-surviving corporations after the Mergers Merger are herein sometimes collectively referred to as the “"Merged Corporations” " and each individually as a “"Merged Corporation.”" Holdings, EXCEL, Telco, E-Sub and T-Sub are herein referred to collectively as the "Parties" and each individually as a "Party."

The Mergers. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, (a) the Company shall be merged with and into Company Merger Sub in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act (collectively, “Delaware Law”), the separate corporate existence of the Company shall cease, and Company Merger Sub shall continue as the surviving corporation company (the “Company Merger”), and (b) Brekford Merger Sub shall be merged with and into Brekford in accordance with Delaware Law, the separate corporate existence of Brekford Merger Sub shall cease, and Brekford shall continue as the surviving corporation company (the “Brekford Merger”).The Merger”). The Company Merger and the Brekford Merger are herein collectively referred to as the “Mergers” and each individually as a “Merger.” The Company Merger Sub and Brekford as the surviving corporations companies after the Mergers are herein sometimes collectively referred to as the “Surviving CorporationsCompanies” and each individually as a “Surviving CorporationCompany” and the Company and Brekford Merger Sub as the non-surviving corporations companies after the Mergers are herein sometimes collectively referred to as the “Merged CorporationsCompanies” and each individually as a “Merged CorporationCompany.”

The Mergers. At the Effective Time, and subject Subject to and upon the terms and conditions of this Agreement, at the Effective Time (aas hereinafter defined) the Company (i) Merger Sub I shall be merged with and into the Company Merger Sub in accordance with this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), the separate corporate existence of the Company shall cease, and Company Merger Sub shall continue as the surviving corporation (the “Company Merger”), and (b) Brekford Merger Sub shall be merged with and into Brekford in accordance with Delaware Law, the separate corporate existence of Brekford Merger Sub I shall cease, cease and Brekford the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of New Parent, and (ii) Merger Sub II shall be merged with and into Parent in accordance with this Agreement and the “Brekford Merger”).The applicable provisions of the Delaware General Corporation Law, the separate corporate existence of Merger Sub II shall cease and Parent shall continue as the surviving corporation and as a wholly-owned subsidiary of New Parent. The Company Merger and the Brekford Parent Merger are herein collectively referred to as the “"Mergers” " and each individually as a “"Merger.” " The Company Merger Sub and Brekford Parent, as the surviving corporations after the Mergers Mergers, are herein sometimes collectively referred to as the “"Surviving Corporations” " and each individually as a “"Surviving Corporation” and the Company and Brekford ." Merger Sub as the non-surviving corporations after the Mergers I and Merger Sub II are herein sometimes collectively referred to as the “Merged Corporations” "Merger Subsidiaries" and each individually as a “Merged Corporation"Merger Subsidiary.”" Parent, New Parent, the Company, Merger Sub I and Merger Sub II are herein referred to collectively as the "Parties" and each individually as a "Party."

The Mergers. At the Effective Time, and subject Subject to and upon the terms and conditions of this Agreement, at the Effective Time (aas hereinafter defined) the Company (i) Merger Sub I shall be merged with and into the Company Merger Sub in accordance with this Agreement and the Delaware General applicable provisions of the Massachusetts Business Corporation Law (“Delaware the "Massachusetts Law”"), the separate corporate existence of Merger Sub I shall cease and the Company shall cease, and Company Merger Sub shall continue as the surviving corporation (the “Company Merger”)and as a wholly owned subsidiary of New Parent, and (bii) Brekford Merger Sub II shall be merged with and into Brekford Parent in accordance with this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware Law"), the separate corporate existence of Brekford Merger Sub II shall cease, cease and Brekford Parent shall continue as the surviving corporation (the “Brekford Merger”).The and as a wholly owned subsidiary of New Parent. The Company Merger and the Brekford Parent Merger are herein collectively referred to as the “"Mergers” " and each individually as a “"Merger.” ". The Company Merger Sub and Brekford Parent, as the surviving corporations after the Mergers Mergers, are herein sometimes collectively referred to as the “"Surviving Corporations” " and each individually as a “"Surviving Corporation” and the Company and Brekford ". Merger Sub as the non-surviving corporations after the Mergers I and Merger Sub II are herein sometimes collectively referred to as the “Merged Corporations” "Merger Subsidiaries" and each individually as a “Merged Corporation"Merger Subsidiary". Parent, New Parent, the Company, Merger Sub I and Merger Sub II are herein referred to collectively as the "Parties" and each individually as a "Party.”" 1.2

The Mergers. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, (a) the Company shall be merged with and into Company Merger Sub in accordance with the Delaware General Corporation Law and the Delaware Limited Liability Company Act (collectively, “Delaware Law”), the separate corporate existence of the Company shall cease, and Company Merger Sub shall continue as the surviving corporation company (the “Company Merger”), and (b) Brekford Merger Sub shall be merged with and into Brekford in accordance with Delaware Law, the separate corporate existence of Brekford Merger Sub shall cease, and Brekford shall continue as the surviving corporation company (the “Brekford Merger”).The Company Merger and the Brekford Merger are herein collectively referred to as the “Mergers” and each individually as a “Merger.” The Company Merger Sub and Brekford as the surviving corporations companies after the Mergers are herein sometimes collectively referred to as the “Surviving CorporationsCompanies” and each individually as a “Surviving CorporationCompany” and the Company and Brekford Merger Sub as the non-surviving corporations companies after the Mergers are herein sometimes collectively referred to as the “Merged CorporationsCompanies” and each individually as a “Merged CorporationCompany.”