Common use of Surviving Corporation Clause in Contracts

Surviving Corporation. PISC-DE shall survive the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon the Effective Date. As of the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies shall be as effectively the property of the Surviving Corporation as they were previously of the respective Company; the title to any real estate vested by deed or otherwise in either of the Companies shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of the respective Companies 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; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Surviving Corporation. PISC-DE At the Effective Time, the separate existence of Subsidiary shall survive be merged with and into the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by . Without limiting the laws generality of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon foregoing, and subject thereto, at the Effective Date. As of Time and thereafter, except as otherwise provided herein: (a) All the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estateassets, rights, privileges, powers powers, immunities, franchises and franchises, both public and privateinterests of Subsidiary, and all of the property, property (real, personal personal, and mixed), of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested account, and all other choses in the Surviving Corporation; action, and all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies or belonging to or due to Subsidiary shall be as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were previously by virtue of the respective CompanyMerger without any further act or deed or other instrument of transfer and without any other action on the part of any court of otherwise and without any transfer or assignment having occurred; and the title to any real estate estate, or any interest therein, vested by deed or otherwise in either of the Companies Subsidiary shall not revert or be in any way impaired by reason of the mergerMerger. The Surviving Corporation shall hold and enjoy all assets, but rights, privileges, immunities, powers, franchises and interests, including appointments, designations, and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, and committee of estates of incompetent persons, and in every other fiduciary capacity, and all property (real, personal and mixed), debts due on whatever account, and choses in action in the same manner and to the same extent as held or enjoyed by Subsidiary immediately prior to the Effective Time; and (b) The Surviving Company shall assume and be responsible and liable for all liabilities and obligations of Subsidiary, and all debts, liabilities, obligations and contracts of Subsidiary, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against in the balance sheet, books of account or records of Subsidiary, shall be vested in those of the Surviving CorporationCompany, and shall not be released or impaired by the Merger; and all rights of creditors and all other obligees and liens upon any on the property of either of the Companies Subsidiary shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of the respective Companies 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; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Surviving Corporation. PISC-DE shall survive (a) The effective time of the merger contemplated herein Reincorporation Merger (the “Surviving Corporation”"Effective Time") shall occur at the latest of: (i) the time and date that shareholders of each of Midland and MCM approve this Agreement and the Reincorporation Merger; (ii) the time and date that a certificate of merger is duly filed with the Secretary of State of Delaware with respect to the Reincorporation Merger or such later date and time as is set forth therein; and (iii) the time and date that articles of merger are duly filed with the Secretary of State of Kansas with respect to the Reincorporation Merger or such later date and time as is set forth therein. (b) At the Effective Time, Midland shall continue to be governed by merged with and into MCM, with MCM being the laws surviving corporation of the State of DelawareReincorporation Merger. The At the Effective Time, the separate corporate existence of PISC-CT Midland shall cease forthwith upon and MCM shall possess all the Effective Date. As of the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers powers, and franchises, both franchises of a public and privateprivate nature and be subject to all the restrictions, disabilities, and all of the property, real, personal and mixed, duties of each of PISC-DE Midland and PISC-CTMCM (collectively, the "Constituent Corporations"); and all debts due to either of and singular, the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal, or mixed, and all debts due to each of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action belonging to each of the Constituent Corporations, shall be vested in MCM; and all property, rights, and privileges, powers, and franchises, and all and every other interest of either of the Companies shall be thereafter as effectively effectually the property of the Surviving Corporation MCM as they were previously of the respective Company; Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Companies such Constituent Corporations shall not revert or be in any way impaired by reason of the merger, Merger; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies Midland shall be preserved unimpaired. To the extent permitted by law, limited in lien to the property affected any claim existing or action or proceeding pending by such lien at the effective time or against either of the merger; all Constituent Corporations may be prosecuted as if the Reincorporation Merger had not taken place. All debts, liabilities liabilities, and duties of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation MCM and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; . All corporate acts, plans, policies, agreements, arrangements, approvals, and the Surviving Corporation shall indemnify authorizations of Midland, its shareholders, Board of Directors and hold harmless the committees thereof, officers and directors agents which were valid and effective immediately prior to the Effective Time, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals, and authorizations of each MCM and shall be effective and binding thereon as the same were with respect to Midland. The employees and agents of Midland shall become the Companies against all such debts, liabilities employees and duties agents of MCM and against all claims continue to be entitled to the same rights and demands arising out benefits which they enjoyed as employees and agents of Midland. The requirements of any plans or agreements of Midland involving the mergerissuance or purchase by Midland of certain shares of its capital stock shall be satisfied by the issuance or purchase of a like number of shares of MCM subject to the adjustments contemplated in Section 1.04 hereof.

Surviving Corporation. PISC-DE shall survive the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon At the Effective Date. As of Time, the Effective Date, PISC-DE Surviving Corporation shall succeed to thereupon and possess, without further act or deed, thereafter possess all of the estate, rights, privileges, immunities, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations, and privatebe subject to all the duties, liabilities and obligations of each of the Constituent Corporations, and all the rights, privileges, immunities powers and franchises of each of the propertyConstituent Corporations, and all property real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies Constituent Corporations on whatever account account, including subscriptions to shares, and all other choses in action and every other interest of or belonging to or due to each of the Constituent Corporations shall be vested vest in the Surviving Corporation; and all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, property rights, privileges, immunities, powers and franchises and every other interest of either of the Companies shall be as effectively thereafter the property of the Surviving Corporation as they were previously of the respective CompanyConstituent Corporations; and the title to any real estate or any interest therein, vested by deed or otherwise in either of the Companies Constituent Corporations shall not revert to or be in any way impaired by reason of the merger, Merger; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; and all debts, duties, liabilities and duties obligations of either of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such said debts, duties, liabilities and duties obligations had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI Three shall cease forthwith upon and MPI shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, possess --------------------- without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI Three shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI Three shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities liabilities, and duties of each of the respective Companies parties hereto shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act and the Florida Act. The Surviving Corporation shall continue to be governed by the laws of the State of Florida.

Surviving Corporation. PISC-DE shall survive When the merger contemplated herein (Merger becomes effective, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT NAC shall cease forthwith upon cease, NAC shall be merged into Nouveau, and the Effective Date. As of Surviving Corporation shall possess all the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers powers, and franchisesfranchises as well of a public as of a private nature, both public and privateshall 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 of the property, real, personal personal, and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies Constituent Corporations on whatever account 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 shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers powers, and franchises franchises, and all and every other interest of either of the Companies shall be thereafter as effectively effectually the property of the Surviving Corporation as they were previously of the several and respective CompanyConstituent Corporations; and the title to any real estate vested by deed or otherwise otherwise, under the laws of the State of Delaware, the Commonwealth of Pennsylvania, or any other jurisdiction, in either of the Companies Constituent Corporations, shall not revert or be in any way impaired by reason of the merger, Merger; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; and all debts, liabilities liabilities, and duties of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Surviving Corporation. PISC-DE Subject to the terms and provisions of this Agreement, and in accordance with the DGCL and the ORC, at the Effective Time (as defined in Section 1.3 hereof), each of Guardian and Heatherwood shall survive be merged with and into ▇▇▇▇▇▇ (the merger contemplated herein “Merger”). ▇▇▇▇▇▇ shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) of the Merger and shall continue to be governed by its corporate existence under the laws of the State of Delaware. The At the Effective Time: (a) the separate corporate existence of PISC-CT each of Guardian and Heatherwood shall cease forthwith upon cease; (b) the Effective Date. As Surviving Corporation shall hereupon and thereafter possess all the rights, privileges, powers and franchises of a private nature, and be subject to all the Effective Dateliabilities and duties of each of Guardian and Heatherwood; and all and singular, PISC-DE the rights, privileges, powers and franchises thereof, and all property, real, personal and mixed, and all debts due to each of Guardian and Heatherwood on whatever account, as well for stock subscriptions as all other things in action or belonging to each of Guardian and Heatherwood, shall succeed to be vested in the Surviving Corporation; and possess, without further act or deed, all of the estateproperty, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies shall be thereafter as effectively effectually the property of the Surviving Corporation as they were previously of the respective Companyeach of Guardian and Heatherwood; the title to any real estate vested by deed or otherwise in either of the Companies shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either each of the Companies Guardian and Heatherwood shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; and all debts, liabilities and duties of the respective Companies each of Guardian and Heatherwood 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; (c) the assets, liabilities, reserves and accounts of each of Guardian and Heatherwood shall be recorded on the books of the Surviving Corporation at the amounts at which they, respectively, shall then be carried on the books of the Surviving Corporation subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger; and (d) at the Effective Time, the Board of Directors, and the members thereof, and the officers of the Surviving Corporation shall indemnify and hold harmless be the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.following: 1. ▇▇▇▇▇▇ ▇. ▇▇▇▇ 2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 3. ▇▇▇▇▇▇ ▇▇▇▇▇

Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI shall cease forthwith upon and MPI Two shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, possess --------------------- without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of either of the respective Companies parties shall thenceforth attach to be vested in the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and or duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act and the Florida Act. The Surviving Corporation shall continue to be governed by the laws of the State of Delaware.

Surviving Corporation. PISC-DE Upon the terms and subject to the conditions hereof, on the Effective Date (as defined in Section 1.06 hereof), ISP shall survive be merged with and into ISP Holdings in accordance with the merger contemplated herein applicable provisions of the DGCL and the separate corporate existence of ISP shall thereupon cease, and ISP Holdings, as the surviving corporation in the Merger (hereinafter referred to for periods on and after the “Effective Date as the "Surviving Corporation”) and "), shall continue to be governed by its corporate existence under the laws of the State of DelawareDelaware under the name "International Specialty Products Inc." The Merger shall have the effects set forth in the DGCL. The separate corporate existence Without limiting the generality of PISC-CT shall cease forthwith upon the Effective Date. As foregoing, and subject to the provisions of the DGCL and the terms of the documents evidencing the Transfer, at the Effective Date, PISC-DE shall succeed all property, real, personal and mixed, and all debts due to and possess, without further act or deed, all any of the estateConstituent Corporations on whatever account, or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies interest, shall be as effectively thereafter the property of the Surviving Corporation as they were previously of the respective Company; Constituent Corporations, and the title to any real estate vested by deed or otherwise in either otherwise, under the laws of the Companies State of Delaware, in any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the merger, DGCL; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either any of the Companies Constituent Corporations shall be preserved unimpaired, limited in lien and, subject to the property affected by such lien at the effective time terms of the merger; documents evidencing the Transfer, all debts, liabilities and duties of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation 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; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI Two shall cease forthwith upon and MPI Three shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, --------------------- possess without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI Two shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI Two shall not revert or be in any way impaired by reason of the merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities liabilities, and duties of either of the respective Companies parties shall thenceforth attach to be vested in the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and or duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act. The Surviving Corporation shall continue to be governed by the laws of the State of Delaware.