Common use of Certain Effects of the Merger Clause in Contracts

Certain Effects of the Merger. When the Merger becomes effective, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public or private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

Certain Effects of the Merger. When As of the Effective Time, the effect ----------------------------- of the Merger becomes effectiveshall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and Data Labs; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and any and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for as stock subscriptions as and all other things in action or belonging to each of the Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of in any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When As of the Effective Time, the ----------------------------- effect of the Merger becomes effectiveshall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time: the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and Lightscape; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and any and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of in any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises franchises, of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties duties, of each of SFX and CIPC (sometimes hereinafter referred to as the "Constituent Corporations"); and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things things, in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest of the Constituent Corporations shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate estate, vested by deed or otherwise, under the laws of any jurisdictionthe State of Delaware or elsewhere, in either of the Constituent Corporations, Corporations shall not revert or be in any way be impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of each of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such said debts, liabilities and duties had been incurred or contracted by it.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time of the Merger, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall succeed to and possess all the rights, privileges, powers powers, franchises and franchises immunities of a public or as well as of a private nature, and shall be subject to all the liabilities, restrictions, disabilities disabilities, and duties of each both of the Constituent CorporationsNorthern and Morris; and all and singular, the rights, privileges, powers pxxxxx, franchises and franchises immunities of each both of the Constituent Corporations, Northern and Morris and all propertyproperties, real, personal and mixed, and all debts due anx xxx other things in action of or belonging to either of the Constituent Corporations Northern and Morris on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Survxxxxx Corporation; and all propertyproperties, assets, rights, privileges, powers and powers, franchises, immunities and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were or would be of the several Northern and respective Constituent CorporationsMorris or either of them; and the title to any real estate xx xxx interest therein vested by deed or otherwise, under the laws of any jurisdiction, otherwise in either of the Constituent Corporations, Northern and Morris shall not revert or be in any way impaired by reason anx xxxxon of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of the Constituent Corporations Northern and Morris shall be preserved unimpaired, limited in lien tx xxx property affected by such liens at the Merger Effective Time, and all debts, liabilities and duties of the respective Constituent Corporations either of Northern and Morris shall thenceforth attach to become those of the Surviving Corporation, and Corporatixx xxx may be enforced against it the Surviving Corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by itthe Surviving Corporation.

Certain Effects of the Merger. When As of the Effective Time, the effect of the Merger becomes effectiveshall be as provided by the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time: the separate existence of 24x7 the Merger Sub shall cease, 24x7 cease and the Merger Sub shall be merged into DGBI, and RMFC; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of any jurisdictionDelaware, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When At the Merger becomes effective, Effective Time of the Merger: (a) the separate existence and the corporate organization of 24x7 Newco, except insofar as it may be continued by law, shall cease, 24x7 and thereupon Newco and Holdings shall be merged into DGBIa single corporation, and to wit, Holdings, the surviving corporation (the "Surviving Corporation"); (b) the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, powers immunities and franchises franchises, as well of a public or as of a private nature, and shall be subject to all the restrictions, disabilities and duties duties, of each of both Newco and Holdings (the "Constituent Corporations"); and (c) all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock including without limitation subscriptions as to shares, and all other things choses in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchisesaction, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title or belonging to any real estate vested by deed or otherwise, under the laws of any jurisdiction, in due to either of the Constituent Corporations, shall not revert be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; (d) the Surviving Corporation shall thenceforth be in any way impaired by reason responsible and liable for all liabilities and obligations of each of the MergerConstituent Corporations; but all (e) any claim or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in the place of either Constituent Corporation for purposes thereof; and (f) neither the rights of the creditors and all nor any liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by itMerger.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time, the separate existence of 24x7 Kit shall cease, 24x7 and Kit shall be merged with and into DGBISub, and which, as the Surviving Corporation Corporation, shall thereupon and thereafter possess all the rights, privileges, powers and franchises of, a public as well as of a public or private nature, and shall be subject to all the restrictions, disabilities and duties of of, each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions as and all other things causes in action and other interests due or belonging to each of the Constituent Corporations Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest interest, shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; Corporations and the title to any real estate vested by deed or otherwise, under the laws of any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but subject to the provisions of Section 8.5 of this Agreement, all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such said debts, liabilities and duties had been incurred or contracted by itthe Surviving Corporation.

Certain Effects of the Merger. When As of the Effective Time, the ----------------------------- effect of the Merger becomes effectiveshall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and Talaria; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and any and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Except as expressly provided herein with respect to the Talaria Litigation (as defined in Section 3.14), any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When As of the Effective Time, the effect of the Merger becomes effectiveshall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time: the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and Sahara; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and any and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of in any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall succeed to and possess all the rights, privileges, powers powers, franchises and franchises immunities of a public or as well as of a private nature, and shall be subject to all the liabilities, restrictions, disabilities disabilities, and duties of each both of PFC Acquisition and the Constituent CorporationsCompany; and all and singular, the rights, privileges, powers powers, franchises and franchises immunities of each both of PFC Acquisition and the Constituent Corporations, Company and all propertyproperties, real, personal and mixed, and all debts due other things in action of or belonging to either of PFC Acquisition or the Constituent Corporations Company on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all propertyproperties, assets, rights, privileges, powers and powers, franchises, immunities and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were or would be of PFC Acquisition and the several and respective Constituent CorporationsCompany or either of them; and the title to any real estate or any interest therein vested by deed or otherwise, under the laws of any jurisdiction, otherwise in either of PFC Acquisition and the Constituent Corporations, Company shall not revert or be in any way impaired by any reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of PFC Acquisition or the Constituent Corporations Company shall be preserved unimpaired, limited in lien to the property affected by such liens at the Merger Effective Time, and all debts, liabilities and duties of either of PFC Acquisition or the respective Constituent Corporations Company shall thenceforth attach to become those of the Surviving Corporation, Corporation and may be enforced against it the Surviving Corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by itthe Surviving Corporation.

Certain Effects of the Merger. When As of the Effective Time, the effect of ----------------------------- the Merger becomes effectiveshall be as provided by the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time: the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and Radish; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; , and the title to any real estate vested by deed or otherwise, under the laws of any jurisdictionDelaware, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall succeed to and possess all the rights, privileges, powers powers, franchises and franchises immunities of a public or as well as of a private nature, and shall be subject to all the liabilities, restrictions, disabilities disabilities, and duties of each both of Morris and Northern (collectively the "Constituent Corporations"); and xxx all and singular, the rights, privileges, powers powers, franchises and franchises immunities of each both of the Constituent Corporations, Corporations and all propertyproperties, real, personal and mixed, and all debts due other things in action of or belonging to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all propertyproperties, assets, rights, privileges, powers and powers, franchises, immunities and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were or would be of the several and respective Constituent CorporationsCorporations or either of them; and the title to any real estate or any interest therein vested by deed or otherwise, under the laws of any jurisdiction, otherwise in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired by any reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Time, and all debts, liabilities and duties of either of the respective Constituent Corporations shall thenceforth attach to become those of the Surviving Corporation, Corporation and may be enforced against it the Surviving Corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by itthe Surviving Corporation.

Certain Effects of the Merger. When As of the Effective Time, the effect of the Merger becomes effectiveshall be as provided by the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time: the separate existence of 24x7 the Company shall cease, 24x7 cease and the Company shall be merged into DGBI, and XVT; the Surviving Corporation shall possess possess, without further act or deed, all the rights, privileges, powers and franchises of a public or as well as a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, ; and all property, real, personal and mixed, and all debts due to either any of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of any jurisdictionDelaware, in either any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against any of the Constituent Corporations shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted in such action or proceeding.

Certain Effects of the Merger. When At the Effective Time, (i) Merger becomes effective, Subsidiary shall be merged into Technologies; (ii) the separate existence of 24x7 Merger Subsidiary shall cease, 24x7 shall be merged into DGBI, and ; (iii) the Surviving Corporation shall have all the rights, privileges, immunities and powers, and shall be subject to all of the duties and liabilities, of a corporation organized under the Act; (iv) as the Surviving Corporation, shall thereupon and thereafter possess all the rights, privileges, powers immunities and franchises franchises, of a public or as well as a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and (v) all property, real, personal and mixed, and all debts liabilities or other obligations due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest of or belonging to or due to, and every other liability of, either of the Constituent Corporations shall be thereafter as effectively as possible the property of deemed to be transferred to and vested in the Surviving Corporation as they were of the several and respective Constituent Corporationswithout further act or deed; and (vi) the title to any real estate estate, or any interest therein, vested by deed or otherwise, under the laws of any jurisdiction, in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thence forth be responsible and liable for all the liabilities and obligations of the Constituent Corporations; but and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place or the Surviving Corporation may be substituted in its place. The Merger shall have all of the other effects specified in Section 3-114 of the Act, and neither the rights of creditors and all nor any liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by itMerger.

Certain Effects of the Merger. When At the Merger becomes effectiveEffective Time, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall succeed to and possess all the rights, privileges, powers powers, franchises and franchises immunities of a public or as well as of a private nature, and shall be subject to all the liabilities, restrictions, disabilities disabilities, and duties of each both of PFC Acquisition and Park Financial (collectively the "Constituent Corporations"); and all and singular, the rights, privileges, powers powers, franchises and franchises immunities of each both of the Constituent Corporations, Corporations and all propertyproperties, real, personal and mixed, and all debts due other things in action of or belonging to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all propertyproperties, assets, rights, privileges, powers and powers, franchises, immunities and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were or would be of the several and respective Constituent CorporationsCorporations or either of them; and the title to any real estate or any interest therein vested by deed or otherwise, under the laws of any jurisdiction, otherwise in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired by any reason of the Merger; but provided, however, that all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Time, and all debts, liabilities and duties of either of the respective Constituent Corporations shall thenceforth attach to become those of the Surviving Corporation, Corporation and may be enforced against it the Surviving Corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by itthe Surviving Corporation.