Common use of Effect of the Merger Clause in Contracts

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities Liabilities, duties and duties obligations of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Buyer shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub Buyer shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time by virtue of Time, the Merger and without any action on the part of Merger Sub or the Company, Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises franchises, and all other interests of the Company Kensington and Merger Sub shall vest in be the property of the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company each of Kensington and Merger Sub shall become be the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Corp shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub Corp shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, and duties of each of the Company and Merger Acquisition Sub shall become the debts, liabilities liabilities, and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth in this Agreement and as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub the Buyer shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub the Buyer shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided in this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyEntity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Transitory Merger Sub and Dresser, Inc. shall vest in the Surviving Companysurviving corporation, and all debts, liabilities and duties of the Company and Transitory Merger Sub and Dresser, Inc. shall become the debts, liabilities and duties of the Surviving Companysurviving corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of all the Merger rights and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises property of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, debts and liabilities and duties of the Company and Merger Sub shall become the debts, debts and liabilities and duties of the Surviving CompanyCorporation. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either the Company or Merger Sub in order to carry out and effectuate the transactions contemplated by this Agreement.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation. The date on which the Merger becomes effective shall be referred to herein as the “Closing Date.”

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities Liabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyEntity, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving CompanyEntity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Merger Documents and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the property, rights, privileges, powers and franchises privileges of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties obligations of the Company and Merger Sub shall become the debts, liabilities and duties obligations of the Surviving Company.

Effect of the Merger. (a) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL, including Section 251 thereof. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time by virtue of Time, the Merger and without any action on Surviving Corporation shall have all the part of Merger Sub or the Company, all of the propertyproperties, rights, privileges, powers purposes and franchises powers, and debts, duties, and liabilities, of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the The effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, agreements, powers and franchises franchises, debts, liabilities, duties and obligations of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub Blade shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities liabilities, duties, and duties obligations of the Surviving CompanyBlade Entity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub the Subsidiary shall vest in the Surviving Company, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub the Subsidiary shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Company.

Effect of the Merger. At Upon the Effective TimeClosing, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretoupon the Closing, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Companyexcept as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition Corp. shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition Corp. shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers powers, franchises and franchises assets of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided herein and in the applicable provisions of the LLC Act and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Corp shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub Corp shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition Company shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition Company shall become the debts, liabilities and duties of the Surviving CompanyCorporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred or contracted by it.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Buyer shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub the Buyer shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of this Agreement and the Merger and without any action on the part of Merger Sub or the CompanyCompany Documents, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. (a) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company CASH and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company CASH and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all of the debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving CompanyCorporation.

Effect of the Merger. (a) At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the applicable provisions DE Certificate of Merger, the DGCLOH Certificate of Merger, the DGCL and the ORC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall will be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall will vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall will become the debts, liabilities and duties of the Surviving Company.

Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCLDGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the Company Assets and the property, assets, rights, privileges, powers powers, franchises and franchises all and every other interest of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities Liabilities, duties and duties obligations of the Company and Merger Sub shall become the debts, liabilities Liabilities, duties and duties obligations of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCLDGCL and the NYBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in Merger Sub as the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of Merger Sub as the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the -------------------- Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the CGCL and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, the Articles of Merger and the applicable provisions of the DGCLDGCL and the MRS. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Transitory Merger Sub and DEGI shall vest in the Surviving Companysurviving corporation, and all debts, liabilities and duties of the Company and Transitory Merger Sub and DEGI shall become the debts, liabilities and duties of the Surviving Companysurviving corporation.

Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCLDGCL and the Act. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, assets, rights, privileges, and powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyEntity, and all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving CompanyEntity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, agreements, powers and franchises franchises, debts, liabilities, duties and obligations of Merger Sub and the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities liabilities, duties and duties obligations of the Surviving Company.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company Company, TAC and Merger Sub Xxxxxx shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company Company, TAC and Merger Sub Xxxxxx (other than those liabilities that are satisfied at the Effective Time) shall become the debts, liabilities and duties of the Surviving CompanyCorporation.

Effect of the Merger. At the Effective Time, the The effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the CompanyTime, all of the property, rights, privileges, agreements, powers and franchises franchises, debts, liabilities, duties and obligations of Merger Sub and the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities liabilities, duties and duties obligations of the Surviving CompanyEntity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth in this Agreement and as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue Time, except as otherwise agreed to pursuant to the terms of the Merger and without any action on the part of Merger Sub or the Companythis Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CompanyCorporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CompanyCorporation.