Effects of the Transaction Clause Samples

Effects of the Transaction. The Merger shall have the effects set forth in Section 109(2) of the Bermuda Companies Act.

Effects of the Transaction. Neither the execution, delivery and performance of this Agreement, the Related Agreements and such other agreements, documents and instruments to be executed and delivered after the Agreement Date, nor the consummation of the transactions contemplated hereby or thereby will violate or result in the breach, modification, cancellation, termination or suspension of, acceleration of any payments under, or expansion or transfer of any Intellectual Property Rights under, any Business License Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Except as a result of any Contracts, duties or obligations that Acquiror is subject to prior to the consummation of the transactions contemplated by the Transaction Agreements, neither the execution, delivery and performance of this Agreement, the Related Agreements and such other agreements, documents and instruments to be executed and delivered after the Agreement Date nor the consummation of the transactions contemplated hereby and thereby, nor any Contract to which the Company is a party or otherwise bound, will cause or require (or purports to cause or require) Acquiror to: (i) grant to any other Person any license, covenant not to s▇▇, authority, immunity or other right with respect to or under any Technology or Intellectual Property Rights owned by Acquiror independent of the transactions contemplated by this Agreement; or (ii) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.

Effects of the Transaction. Subject to the other terms and provisions of this Agreement, as at the Closing Date and after giving effect to both (i) the payment of the Purchase Price, including the issuance of 4,000,000 Holdings Purchase Shares, and (ii) the transfer of the Subject Shares (the “Transaction”): (a) Holdings will own not less than One Hundred (100%) Percent of the capital stock of the Company, as calculated on a fully diluted basis; (b) The Company will be a wholly-owned subsidiary of Holdings; and (c) The Company Stockholders will be holders of 40% of the issued and outstanding shares of Holdings Fully Diluted Common Stock. (d) In the event that between the date of this Agreement and the Closing Date, the Company enters into one or more agreements to issue any Company Common Stock or any “Common Stock Equivalents” (hereinafter defined), or any holder of Common Stock Equivalents exercises or converts such securities into Holdings Common Stock, all such Company Common Stock issued (or deemed issued in respect of any Common Stock Equivalents) pursuant to such transactions shall be included in the calculation of Fully-Diluted Company Stock.

Effects of the Transaction. The purchase and sale of the Purchased Membership Interests shall be effective as of April 30, 2006 (the “Effective Date”), and Val-E will recognize the transfer of the Purchased Membership Interests as of the Effective Date. From and after the Effective Date, the portion of profits or losses of Val-E and the portions of all other items of income, gain, loss, deduction or credit allocable to the Purchased Membership Interests on or after such Effective Date shall be credited or charged, as the case may be, to Buyer and not to Sellers. From and after the Effective Date, Sellers shall not be entitled to any distributions or payments in respect of the Purchased Membership Interests, and Buyer shall be entitled to all distributions or payments in respect of the Purchased Membership Interests made on or after the Effective Date, regardless of the source of those distributions or payments or when the same were earned or received by Val-E. All profits, losses, each item thereof, and other items of income, gain, loss, deduction or credit allocable to the Purchased Membership Interests and attributable to any period before the Effective Date shall be allocated to Sellers, and shall be computed by Val-E on the basis of an interim closing of the books as of the Effective Date in accordance with the Operating Agreement and applicable law and in a manner consistent with its past accounting and allocation practices. From and after the Closing Date, Sellers will no longer be parties to the Operating Agreement, will no longer be members of Val-E, will have no right to vote on or participate in the management of Val-E and will have no right to any information concerning the business and affairs of Val-E.

Effects of the Transaction. The Transaction shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and the LLC Act.

Effects of the Transaction. 6.1 Share capital and substantial shareholders’ shareholdings 6.2 Earnings and earnings per share (“EPS”) 6.3 Net Assets (“NA”) and Gearing

Effects of the Transaction. Neither this Agreement, nor the transactions contemplated hereby, including the assignment to Acquiror by operation of law or otherwise of any Contracts to which the Company or any Company Subsidiary is a party, will result in: (i) Acquiror, its Subsidiaries, or any of its Affiliates granting or assigning to any third party any right to or with respect to any Intellectual Property Rights owned by, or licensed to, any of them, (ii) Acquiror, its Subsidiaries, or any of its Affiliates, being bound by, or subject to, any non-compete or other material restriction on the operation or scope of their respective businesses, (iii) Acquiror, its Subsidiaries, or any of its Affiliates being obligated to pay any royalties or other material amounts, or offer any discounts, to any third party in excess of those payable by, or required to be offered by, any of them, respectively, in the absence of this Agreement or the transactions contemplated hereby, or (iv) any termination of, or other material adverse impact to any Company Intellectual Property.

Effects of the Transaction. Neither the execution, delivery or performance of this Agreement or of any other agreements referred to in this Agreement nor the consummation of any of the transactions contemplated by this Agreement or by any such other agreement(s) shall, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Company IP or any Company Product; (ii) a breach of or default under, or right to terminate or suspend performance of, any Inbound License or Outbound License; (iii) the release, disclosure, or delivery of any Company IP or Company Product by or to any escrow agent or other Person; (iv) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to or in any Company IP or Company Product; or (v) by the terms of any Contract, a reduction of any royalties, revenue sharing, or other payments the Company would otherwise be entitled to with respect to any Company IP or Company Product.

Effects of the Transaction. By virtue of the transactions contemplated hereby and without the necessity of any action by or on behalf of any party: (a) at the Closing, (i) the separate existence of CFDL will cease, and CFDL will be merged with and into Shanghai, and (ii) the certificate of incorporation and bylaws of Shanghai as in effect immediately prior to the Closing will be the certificate of incorporation and bylaws of the surviving corporation until/unless thereafter amended; and (b) at and after the closing, the surviving corporation will possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, 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 will be vested in the surviving corporation; and all property, rights, privileges, powers and franchises, and all and every other interest will be thereafter as effectually be the property of the surviving corporation as they were of the respective constituent corporations, and the title to any real estate vested by deed or otherwise, in either of the constituent corporations, will not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the constituent corporations will be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations will thereafter attach to the surviving corporation, and may be enforced against it to the same extent as if such debts and liabilities had been incurred or contracted by it.