Common use of Effects of Merger Clause in Contracts

Effects of Merger. When the Merger becomes effective, the separate existence of Verdisys shall cease, Verdisys shall be merged into RDGI, 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.

Effects of Merger. When the Merger becomes effective, the separate existence of Verdisys SuperYachts Holdings Inc. shall cease, Verdisys SuperYachts Holdings Inc. shall be merged into RDGIMentor, 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.

Effects of Merger. When the Merger becomes effective, the separate existence of Verdisys TECHNO shall cease, Verdisys TECHNO shall be merged into RDGITCPI, 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.

Effects of Merger. When the Merger becomes effective, the separate existence of Verdisys WordLogic shall cease, Verdisys WordLogic shall be merged into RDGITheAmericanWest, 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.

Effects of Merger. When The effect of the Merger becomes effectivemerger, at the Effective Date, shall be as provided by Title 8, Chapter 1, subchapter 9 of the Delaware General Corporations law. Without limiting the generality of the foregoing, and subject thereto, upon the Effective Date, the separate existence of Verdisys EMOT shall cease, Verdisys shall be merged into RDGI, and the Surviving Corporation shall possess posses all the rights, privileges, powers immunities, powers, authority and franchises franchises, of a public or as well as of a private nature, and the Surviving Corporation shall be subject to all of the restrictions, disabilities liabilities, obligations 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 debts, liabilities and obligations due to either each of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action account or belonging to each any of the Constituent Corporations shall be vested in the Surviving CorporationCorporation without further act or deed; and all property, rights, privileges, powers immunities, powers, authority and franchises, and all and every other interest interest, shall be thereafter as effectively as possible effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to all rights of creditors and all liens upon any real estate vested by deed or otherwise, under the laws property of any jurisdiction, in either each of the Constituent Corporations, Corporations shall not revert or be in any way impaired by reason of this merger, on only the Merger; but all rights of creditors and all property affected by such liens upon any property of either immediately prior to the Effective Date. Any action or proceeding pending by or against each of the Constituent Corporations shall at the Effective Date may be preserved unimpairedprosecuted as if the merger had not taken place, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to or the Surviving Corporation, and Corporation may be enforced against it to the same extent as if substituted in such debts, liabilities and duties had been incurred or contracted by itcorporation’s place.

Effects of Merger. When At the Merger becomes effectiveEffective Time, and as a result of the Merger, the separate existence of Verdisys the Disappearing Corporation shall cease, Verdisys shall be merged into RDGIexcept to the extent provided by law, and the Surviving Corporation shall possess all the assets and property of every description, and every interest therein, wherever located, and all rights, privileges, powers powers, franchises and franchises authority, wherever located, 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 obligations belonging to or 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 propertyCorporation without further act or deed, 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, otherwise in either of the Constituent Corporations, Corporations shall be vested in the Surviving Corporation and 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 become the debts, liabilities, and duties of the Surviving 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.

Effects of Merger. When the Merger becomes effective, the separate existence of Verdisys Tenthgate shall cease, Verdisys Tenthgate shall be merged into RDGIXxxxxxx, 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.

Effects of Merger. When At the Merger becomes effectiveEffective Time, the separate existence of Verdisys TN Texas shall cease, Verdisys cease and TN Illinois shall be merged into RDGI, the surviving corporation (hereinafter referred to as the "Surviving Corporation") and the Surviving Corporation shall possess 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 TN Texas and TN Illinois (together 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 Corporations, on whatever account, as well as for 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 effectually the property of the Surviving Corporation as they were had been of the several and respective Constituent Corporations; , and the title to any real estate vested in either of such Constituent Corporations by deed or otherwise, otherwise under the laws of any jurisdictionthe States of Illinois or Texas, in either of as the Constituent Corporationscase may be, shall not revert or be in any way impaired by for any reason of the Mergerwhatsoever; 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 thereafter attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if such those debts, liabilities and duties had been incurred or contracted by it. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of TN Texas, the TN Texas Shareholders, the board of directors of TN Texas and any committee thereof, and officers and agents of TN Texas which were valid and effective immediately prior to the Effective Time shall be taken for all purposes as corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to TN Texas. Each employee or agent of TN Texas shall become an employee or agent of TN Illinois, as applicable, and continue to be entitled to the same rights and benefits which she or he enjoyed as an employee or agent of TN Texas, as applicable. The requirements of any plans or agreements of TN Texas involving the issuance or purchase by TN Texas of certain shares of its capital stock shall be satisfied by the issuance or purchase of a like number of shares of the Surviving Corporation.

Effects of Merger. When The effect of the Merger becomes effectivemerger, at the Effective Date, shall be as provided by Chapter 18, Section 209 of the Delaware Limited Liability Company Act and New Jersey Statute Annotated Title 14A. Without limiting the generality of the foregoing, and subject thereto, upon the Effective Date, the separate existence of Verdisys the Corporation shall cease, Verdisys shall be merged into RDGI, and the Surviving Corporation Company shall possess posses all the rights, privileges, powers immunities, powers, authority and franchises franchises, of a public or as well as of a private nature, and the Surviving Company shall be subject to all of the restrictions, disabilities liabilities, obligations and duties of each of the Constituent CorporationsCompanies; 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 debts, liabilities and 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 Companies on whatever account or belonging to any of the Constituent Companies shall be vested in the Surviving CorporationCompany without further act or deed; and all property, rights, privileges, powers immunities, powers, authority and franchises, and all and every other interest interest, shall be thereafter as effectively as possible effectually the property of the Surviving Corporation Company as they were of the several and respective Constituent Corporations; Companies, and the title to any real estate vested by deed or otherwise, under the laws of any jurisdiction, otherwise in either each of the Constituent Corporations, Companies shall not revert or be in any way impaired by reason of the Mergerthis merger; but and all rights of creditors and all liens upon any property of either each of the Constituent Corporations Companies shall not revert or be preserved unimpairedin any way impaired by reason of this merger, and all debts, liabilities and duties on only the property affected by such liens immediately prior to the Effective Date. Any action or proceeding pending by or against each of the respective Constituent Corporations shall thenceforth attach to Companies at the Effective Date may be prosecuted as if the merger had not taken place, or the Surviving Corporation, and Company may be enforced against it to the same extent as if substituted in such debts, liabilities and duties had been incurred or contracted by itcompany’s place.

Effects of Merger. When The effect of the Merger becomes effectivemerger, at the Effective Date, shall be as provided by 14A: 10 of the New Jersey Statutes and 7-111 of the Colorado Revised Statutes as Friday, February 1st, 2008. Without limiting the generality of the foregoing, and subject thereto, upon the Effective Date, the separate existence of Verdisys HYBD shall cease, Verdisys shall be merged into RDGI, and the Surviving Corporation shall possess posses all the rights, privileges, powers immunities, powers, authority and franchises franchises, of a public or as well as of a private nature, and the Surviving Corporation shall be subject to all of the restrictions, disabilities liabilities, obligations 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 debts, liabilities and obligations due to either each of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action account or belonging to each any of the Constituent Corporations shall be vested in the Surviving CorporationCorporation without further act or deed; and all property, rights, privileges, powers immunities, powers, authority and franchises, and all and every other interest interest, shall be thereafter as effectively as possible effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to all rights of creditors and all liens upon any real estate vested by deed or otherwise, under the laws property of any jurisdiction, in either each of the Constituent Corporations, Corporations shall not revert or be in any way impaired by reason of this merger, on only the Merger; but all rights of creditors and all property affected by such liens upon any property of either immediately prior to the Effective Date. Any action or proceeding pending by or against each of the Constituent Corporations shall at the Effective Date may be preserved unimpairedprosecuted as if the merger had not taken place, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to or the Surviving Corporation, and Corporation may be enforced against it to the same extent as if substituted in such debts, liabilities and duties had been incurred or contracted by itcorporation's place.

Effects of Merger. When the Merger becomes effective, the separate -------------------- existence of Verdisys Raptor shall cease, Verdisys Raptor shall be merged into RDGIPFII, 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.