Common use of At the Effective Time Clause in Contracts

At the Effective Time. (i) eNexi shall continue its existence under the laws of the State of Delaware as the surviving corporation; (ii) the separate corporate existence of Newco shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco shall be allocated to the Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi as in effect immediately prior to the consummation of the Merger; (v) Each of Newco and eNexi shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a Certificate of Merger, in form and substance acceptable to all parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v); (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualified.

At the Effective Time. (i) eNexi the Sub shall continue its existence under the laws of the State of Delaware as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco Sky King shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi Sky King shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco Sky King shall be allocated to the Sub as the Surviving Corporation, Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Newco Acquiror, Sub and eNexi Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v)shall deem mutually acceptable; (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Sub, as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(viithe Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1 (g) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualifiedhereof.

At the Effective Time. (i) eNexi the Sub shall continue its existence under the laws of the State of Delaware as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco Osage shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi Osage shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco Osage shall be allocated to the Sub as the Surviving Corporation, Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "OSAGE COMPUTER GROUP, INC." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Newco Acquiror, Sub and eNexi Osage shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the Arizona Corporation Commission, the Articles of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v);shall deem mutually acceptable. (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Sub, as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(viithe Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1(d) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualifiedhereof.

At the Effective Time. (i) eNexi the Sub shall continue its existence under the laws of the State of Delaware as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco Sky King shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi Sky King shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco Sky King shall be allocated to the Sub as the Surviving Corporation, Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Sky King Communications, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Newco Acquiror, Sub and eNexi Sky King shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the State Department of Assessments and Taxation, the Articles of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v)shall deem mutually acceptable; (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Sub, as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(viithe Acquiror shall be nominated and elected in accordance with the provisions of Sections 6.1(g) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualifiedhereof.

At the Effective Time. (i) eNexi Acquiror shall continue its existence under the laws of the State of Delaware as the surviving corporationcorporation as "SkyNet Holdings, Inc."; (ii) the separate corporate existence of Newco SkyNet shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi the SkyNet shall be allocated to and vested in Acquiror as the Surviving Corporation surviving corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco SkyNet shall be allocated to Acquiror as the Surviving Corporationsurviving corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than Acquiror as the Surviving Corporationsurviving corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation surviving corporation shall be the Certificate of Incorporation of eNexi Acquiror as in effect immediately prior to the consummation of the Merger; (v) Each of Newco Acquiror and eNexi SkyNet shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the Secretary of State of the State of Nevada, the Articles of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v);shall deem mutually acceptable. (vi) the Bylaws of the Surviving Corporation surviving corporation shall be the Bylaws of eNexi Acquiror as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) Acquiror shall resign upon the Effective Time and the officers and directors of the Surviving Corporation surviving corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation surviving corporation and until their respective successors are elected and qualified.

At the Effective Time. (ia) eNexi Centiv-Delaware shall continue its be the Surviving Corporation, and the separate existence under of Centiv-Georgia shall cease, except to the extent provided by the laws of the State of Delaware as Georgia in the surviving case of a corporation after its merger with and into another corporation; (iib) The Surviving Corporation shall, without further transfer or other action on the separate corporate existence part of Newco shall cease; (iii) the Constituent Corporation, succeed to and thereafter possess and enjoy all of the rights, title privileges, immunities, powers and interests franchises, of a public as well as of a private nature, of each of the Constituent Corporations, and be subject to all assetsof the restrictions, whether tangible disabilities and duties of each of the Constituent Corporations, and all property, real, personal and mixed, of and all debts due to each of the Constituent Corporations on whatever account, and all things in actions, and all and every other interest of, or intangible and any property belonging or property rights owned by Newco or eNexi due to, each of the Constituent Corporations shall be allocated taken and deemed to be transferred to and vested in the Surviving Corporation; and the title to any real estate, or any interest therein, vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of this merger. Without limiting the generality of the foregoing, the Surviving Corporation without reversion shall assume and continue all employee profit sharing or impairment, without further act or deedbenefit plans of Centiv-Georgia, and without any transfer or assignment having occurredsaid plans shall not be terminated as a result of the merger. (c) All rights of creditors and all liens, but subject to any existing liens or other encumbrances thereonif any, upon the property of either of the Constituent Corporations shall be preserved unimpaired by the merger, and all liabilities debts, liabilities, obligations and obligations duties of eNexi or Newco either of the Constituent Corporations shall be allocated to become the responsibility and liability of the Surviving Corporation, which shall and may be the primary obligor therefor and, except as otherwise provided by law or contract, no other party enforced against it to the Mergersame extent as if such debts, other than the Surviving Corporationliabilities, shall be liable therefor;obligations and duties had been incurred or contracted by it. (ivd) the Certificate All corporate acts, plans, policies, arrangements, approvals and authorizations of Incorporation Centiv-Georgia, its shareholders, Board of the Surviving Corporation shall be the Certificate of Incorporation of eNexi as in effect Directors, officers and agents, which were valid and effective immediately prior to the consummation of the Merger; (v) Each of Newco and eNexi shall execute and deliverEffective Time, and file or cause to be filed with the Secretary of State of the State of Delaware, a Certificate of Merger, in form and substance acceptable to all parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v); (vi) the Bylaws of the Surviving Corporation shall be taken for all purposes as the Bylaws of eNexi as in effect immediately prior to the consummation of the Mergeracts, plans, policies, arrangements, approvals and shall continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws authorizations of the Surviving Corporation and until their respective successors are elected shall be effective and qualifiedbinding thereon as the same were with respect to Centiv-Georgia.

At the Effective Time. (i) eNexi JLL shall continue its existence under the laws of the State of Delaware as the surviving corporationcorporation as "CNF, Inc."; (ii) the separate corporate existence of Newco CNF shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi CNF shall be allocated to and vested in JLL as the Surviving Corporation surviving corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco CNF shall be allocated to JLL as the Surviving Corporationsurviving corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than JLL as the Surviving Corporationsurviving corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation surviving corporation shall be the Certificate of Incorporation of eNexi JLL as in effect immediately prior to the consummation of the Merger; (v) Each of Newco JLL and eNexi CNF shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the Secretary of State of the State of California, the Articles of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v)shall deem mutually acceptable; (vi) the Bylaws of the Surviving Corporation surviving corporation shall be the Bylaws of eNexi JLL as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) JLL shall resign upon the Effective Time and the officers and directors of the Surviving Corporation surviving corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation surviving corporation and until their respective successors are elected and qualified.

At the Effective Time. (i) eNexi the Sub shall continue its existence under the laws of the State of Delaware Texas as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco IPF shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible real estate and any other property or property rights owned by Newco or eNexi Sub and by IPF shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco Sub and of IPF shall be allocated to the Surviving Corporation, Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; (iv) the Certificate Articles of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi as in effect immediately prior to the consummation of the Merger; (v) Each of Newco and eNexi shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a Certificate of Merger, in form and substance acceptable to all parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v); (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "INDUSTRIAL PIPE FITTINGS, INC." in connection with the Merger, shall be the Articles of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Articles of Incorporation; (v) the Bylaws of the Sub, as in effect immediately prior to the consummation of the Merger, shall continue in full force and effect be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (viivi) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist be as set forth below, each of those individuals identified on Schedule 1.1(c)(vii), and such which persons whose names are set forth below shall serve hold the offices set forth next to her or his respective name below until her or his respective successors shall have been elected or appointed in such positions for their respective terms provided by law or in accordance with the Bylaws of the Surviving Corporation or until she or he shall have sooner been removed or shall have resigned in accordance with such Bylaws: Name Office ---- ------ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director, President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Vice President - Sales and until their respective successors are elected Marketing ▇▇▇▇ ▇ ▇▇▇▇▇ Vice President - Operations ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director, Secretary and qualified.Treasurer

At the Effective Time. (i) eNexi the Sub shall continue its existence under the laws of the State of Delaware as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco Rare Telephony shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi Rare Telephony shall be allocated to and vested in the Sub as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco Rare Telephony shall be allocated to the Sub as the Surviving Corporation, Corporation which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Sub as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi Sub as in effect immediately prior to the consummation of the Merger, other than the name of the Sub which shall be changed to "Rare Telephony, Inc." in connection with the Merger, shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by law and such Certificate of Incorporation; (v) Each of Newco Acquiror, Sub and eNexi Rare Telephony shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger and with the Secretary of State of the State of Nevada, the Articles of Merger (or Certificate of Merger), in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v);shall deem mutually acceptable; and (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Sub, as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect be the Bylaws of the Surviving Corporation until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualified.

At the Effective Time. (i) eNexi Solsource shall continue its existence under the laws of the State of Delaware California as the surviving corporationSurviving Corporation; (ii) the separate corporate existence of Newco the Sub shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi the Sub shall be allocated to and vested in Solsource as the Surviving Corporation without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi or Newco the Sub shall be allocated to Solsource as the Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than Solsource as the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of eNexi Solsource as in effect immediately prior to the consummation of the Merger; (v) Each of Newco Acquiror, Sub and eNexi Solsource shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger and with the Secretary of State of the State of California, the Certificate of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v);shall deem mutually acceptable. (vi) the Bylaws of the Surviving Corporation shall be the Bylaws of eNexi Solsource as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect until thereafter amended as provided by law and such Bylaws; and (vii) the officers and directors of eNexi set forth on Schedule 1.1(c)(vii) Sub and Solsource shall resign upon the Effective Time and the officers and directors of the Surviving Corporation shall consist of those individuals identified on Schedule 1.1(c)(vii), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws bylaws of the Surviving Corporation and until their respective successors are elected and qualified.

At the Effective Time. (i) eNexi Newco shall continue its existence under the laws of the State of Delaware as the surviving corporationSurviving Company; (ii) the separate corporate existence of Newco P2i Newspaper shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or eNexi P2i Newspaper shall be allocated to and vested in the Surviving Corporation Company without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of eNexi P2i Newspaper or Newco shall be allocated to the Surviving CorporationCompany, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving CorporationCompany, shall be liable therefor; (iv) the Certificate of Incorporation Formation of the Surviving Corporation Company shall be the Certificate of Incorporation Formation of eNexi Newco as in effect immediately prior to the consummation of the Merger; (v) Each of Newco and eNexi P2i Newspaper shall execute and deliver, and file or cause to be filed with the Secretary of State of the State of Delaware, a the Certificate of Merger, in form and substance acceptable to all with such amendments thereto as the parties hereto, and in the form attached hereto as Exhibit 1.1(c)(v)shall deem mutually acceptable; (vi) the Bylaws operating agreement of the Surviving Corporation Company shall be the Bylaws operating agreement of eNexi Newco as in effect immediately prior to the consummation of the Merger, and shall continue in full force and effect until thereafter amended as provided by law and such Bylawsoperating agreement; provided, however, that Newco shall cause its name to be changed to "P2i Newspaper, LLC"; and (vii) (A) the officers and directors board of eNexi set forth on Schedule 1.1(c)(vii) shall resign upon the Effective Time and the officers and directors managers of the Surviving Corporation Company shall consist of those individuals identified on Schedule 1.1(c)(viifive members. Those members shall be: 1. one member appointed by Andrew, Alexander, Wise & Company, Incorporated; 2. Peter Wardle (the "Wardle Manager Seat"), and such persons shall serve in such positions for their respective terms provided by law or in the Bylaws of the Surviving Corporation and until their respective successors are elected and qualified.;