Common use of The Merger Clause in Contracts

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time, Acquisition shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL.

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and Agreement, in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined in Section 1.3 hereof), Acquisition the Company shall be merged merge with and into Merger Sub (the Company"Merger"). As a result Merger Sub shall be the surviving company (hereinafter sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLterminate.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged (the "Merger") with and into the CompanyCompany at the Effective Time (as defined in Section 2.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.06). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject At the Effective Time and subject to and in accordance with upon the terms and conditions of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the "“DGCL"”) at and the Effective TimeDelaware Limited Liability Company Act (the “LLC Act”), Acquisition the Company shall be merged with and into the Company. As a result of the Merger, Merger Sub and the separate corporate existence of Acquisition shall cease and the Company shall continue thereupon cease. Merger Sub shall be the surviving company in the Merger (sometimes hereinafter referred to as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLEntity”).

The Merger. Subject Upon the terms and subject to the conditions hereof and in accordance with the terms and conditions applicable provisions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective Time, Acquisition (i) the Merger Sub shall be merged merge with and into Brushy (the Company. As a result of the “Merger”), (ii) the separate corporate existence of Acquisition the Merger Sub shall cease and the Company (iii) Brushy shall continue its corporate existence under Delaware law as the surviving corporation entity in the Merger and as a wholly-owned Subsidiary of Lilis (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLEntity”).

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined in Section 1.4 hereof), Acquisition shall be merged with and into Adirondack (the Company"Merger"). As a result of the Merger, the The separate corporate existence of Acquisition shall cease cease, and the Company Adirondack shall continue as be the surviving corporation (sometimes referred to herein as the "Surviving Corporation") in the Merger, shall be considered the same business and corporate entity as each merging corporation, and shall succeed to have the other properties, liabilities and assume all of the rights and obligations of Acquisition in accordance with attributes as provided by the DGCL.. Pursuant to the Merger:

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at ), the Effective Time, Acquisition Merger shall be effected and Merger Sub shall be merged with and into Company at the CompanyEffective Time. As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as such, the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into Newegg at the CompanyEffective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company Newegg shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all as a wholly-owned subsidiary of the rights and obligations of Acquisition in accordance with the DGCLLLIT.

The Merger. Subject On the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”) at and the Effective TimeDelaware Limited Liability Company Act (the “LLC Act”), Acquisition on the Closing Date Deltic shall be merged with and into Merger Sub. At the Company. As a result of the MergerEffective Time, the separate corporate existence of Acquisition Deltic shall cease cease, and the Company Merger Sub shall continue as the surviving corporation company in the Merger (sometimes referred to herein as the "“Surviving Corporation"Company”) and shall succeed to and assume all as a wholly owned subsidiary of the rights and obligations of Acquisition in accordance with the DGCLPotlatch.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law Law, as amended (the "DGCL") at ), the Effective Time, Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3) of the Merger. As a result of Following the Merger, the separate corporate existence of Acquisition the Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company and Merger Sub in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") at ”), the Effective Time, Acquisition Company shall be merged with and into Purchaser at the CompanyEffective Time (as defined in Section 1.03). As a result of the Merger, the separate corporate existence of Acquisition the Company shall cease and the Company Purchaser shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "“Surviving Corporation") and ”). The Merger shall succeed to and assume all of have the rights and obligations of Acquisition effects specified in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective Time, Time (as defined in Section 1.3) Acquisition Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Acquisition Sub shall cease and the cease. The Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed possess all the rights, powers, privileges and franchises, and be subject to and assume all of the rights obligations, liabilities, restrictions and obligations disabilities, of the Company and Acquisition Sub in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions hereof, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware, as amended (the "DGCL") at the Effective Time), Acquisition Acquiror shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Acquisition Acquiror shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Acquiror in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3) of the Merger. As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company and Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition shall Merger Sub will be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Acquisition shall cease Merger Sub will cease, and the Company shall will continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation"”) and shall will succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL. The Merger, the payments of the Merger Consideration, and the other transactions contemplated by this Agreement are referred to in this Agreement collectively as the “Transactions.”

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, as defined below, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub and the Company in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at and the Effective TimeIndiana Business Corporation Law (the "IBCL"), Acquisition the Company shall be merged with and into Merger Sub at the CompanyEffective Time (as defined in Section 1.3). As a result of Following the Merger, the separate corporate existence of Acquisition shall cease and the Company shall cease, and Merger Sub shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company in accordance with the DGCLDGCL and the IBCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement hereof and ---------- in accordance with the Delaware General Corporation Law (the "DGCL") and the California General Corporation Law (the "CGCL"), the Company shall be merged with Sub (the "Merger") at the Effective Time, Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Acquisition shall cease and the Company shall cease, and Sub shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") ), and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLCompany.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time, as defined below. As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub and the Company in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") ), at the Effective Time, Acquisition (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and (b) the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject Upon the terms and subject to the conditions set forth herein, and in accordance with the terms and conditions relevant provisions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition Merger Sub shall be merged with and into the Company. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation entity in the Merger (sometimes referred to herein as the "“Surviving Corporation"Entity”) and shall succeed to and assume all of the rights and obligations of Acquisition the Company and Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") Agreement, at the Effective Time, Acquisition Merger Sub shall be merged with and into the CompanyCompany in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the Delaware General Corporation Law, as amended (the “DGCL”). As a result of Following the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation"”) and the separate corporate existence of Merger Sub shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLcease.

The Merger. Subject (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 2.2) and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition which shall cease and the Company shall continue as be the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation") ). At the Effective Time, the separate existence of Merger Sub shall cease and shall succeed to and assume all the other effects of the rights and obligations Merger shall be as set forth in Section 259 of Acquisition in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective TimeTime (as defined in Section 1.3), Acquisition Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Acquisition Sub shall cease and thereupon cease. Following the Company shall continue Effective Time, the Company, as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and , shall succeed to and assume all of the rights and obligations of Acquisition Sub in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective Time, Acquisition (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and (b) the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition shall be merged Merger Sub will merge with and into the Company. As a result of Company (the “Merger, ”) and the separate corporate existence of Acquisition shall cease and Merger Sub will cease. Following the Merger, the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein the Company, as such surviving corporation, the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the "Merger"). As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 2.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition the Company and Merger Sub shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject Upon the terms and subject to the conditions hereof, and in accordance with the terms and conditions relevant provisions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Subsidiary shall be merged with and into the CompanyCompany (the "MERGER") as soon as practicable following the satisfaction or waiver of the conditions set forth in Article 6. As a result of Following the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all continue its existence under the laws of the rights State of Delaware, and obligations the separate corporate existence of Acquisition in accordance with the DGCLMerger Subsidiary shall cease.

The Merger. Subject On the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective Time, Acquisition Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation company in the Merger (sometimes referred to herein as the "“Surviving Corporation") and Company”). The Merger shall succeed to and assume all have the effects set forth in the applicable provisions of the rights and obligations of Acquisition in accordance with the DGCL.

The Merger. Subject (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective TimeTime (as defined in Section 2.2), Acquisition Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). The Company will be the surviving corporation in the Merger (the “Surviving Corporation”), and the separate existence of Merger Sub shall cease. As a result of the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all become a wholly- owned Subsidiary of the rights and obligations of Acquisition in accordance with the DGCLPurchaser.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement hereof and in accordance with the Delaware General Corporation Law Law, as amended (the "DGCL") at ), the Effective Time, Acquisition Combination Company shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Acquisition the Combination Company shall cease and the Company shall continue as the surviving corporation and shall become a wholly-owned subsidiary of EarthLink (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition the Combination Company in accordance with the DGCL."

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at ), the Effective Time, Acquisition Company shall be merged with and into Sub at the CompanyEffective Time. As a result of At the MergerEffective Time, the separate corporate existence of Acquisition the Company shall cease and the Company Sub shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement Agreement, at the Effective Time (as defined in Section 1.3), DGAC shall be merged with and into the Company in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time, Acquisition ). The Company shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as in the "Surviving Corporation") Merger and shall succeed to and assume all continue its corporate existence under the laws of the rights State of Delaware under the name of Disc Graphics, Inc. The effects and obligations the consequences of Acquisition the Merger shall be as set forth in accordance with Section 1.2. Throughout this Agreement, the DGCL.term "DGAC" shall refer to DGAC immediately prior to the Merger and the term

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and Agreement, in accordance with (i) the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”) and (ii) the Delaware Limited Liability Company Act (the “DLLCA”), at the Effective Time, Acquisition Company shall be merged merge with and into Merger Sub. Merger Sub shall be the CompanySurviving Company in the Merger and shall continue its existence under the laws of the State of Delaware. As a result of the MergerEffective Time, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLcease.

The Merger. Subject to At the Effective Time and in accordance with upon the terms and subject to the conditions set forth in this Agreement, in the Certificate of this Agreement Merger filed pursuant to Section 1.2 and in accordance with the applicable provisions of the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition shall Merger Sub will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition shall cease Merger Sub will cease, and the Company shall will continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective Time, Acquisition Time (as defined in Section 1.3) ---- ----------- Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL.). ---------------------

The Merger. Subject Upon the terms and subject to the conditions ---------- hereof, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware, as amended (the "DGCL") at the Effective Time), Acquisition Sub shall be merged with and into the CompanyCompany ---- at the Effective Time (as hereinafter defined). As a result Upon the effectiveness of the Merger, the separate corporate existence of Acquisition Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and --------------------- obligations of Acquisition Sub in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions applicable provisions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective TimeTime (as defined in Section 2.2), Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Merger Sub shall thereupon cease and the Company shall continue be the successor or surviving corporation. The Company, as the surviving corporation (after the consummation of the Merger, is sometimes hereinafter referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL.”

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3) of the Merger. As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at ”), on the Effective TimeClosing Date, Acquisition Merger Sub shall be merged with and into T-3 (the Company. As a result of the “Merger”), the separate corporate existence of Acquisition Merger Sub shall cease and the Company T-3 shall continue as the corporation surviving corporation the Merger (sometimes referred to herein the “Intermediate Surviving Entity” and, if there is no Second Merger as provided in Section 1.05, the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLEntity”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, at the Effective Time (as defined in Section 1.3(b)) and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the Company. As a result Company (the merger of Merger Sub into the Merger, Company being referred to as the "MERGER") and the separate corporate existence of Acquisition Merger Sub shall cease and the cease. The Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject Upon and subject to and in accordance with the terms and conditions of this Agreement and in accordance with Agreement, at the Delaware Effective Time pursuant to the General Corporation Law of the State of Delaware (the "“DGCL") at ”), the Effective Time, Acquisition Merger Sub shall be merged merge with and into the Company. As a result of From and after the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and . The Merger shall succeed to and assume all have the effects set forth in Section 259 of the rights and obligations of Acquisition in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all the property, rights, privileges, immunities, powers, franchises, debts, liabilities and duties of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement hereof and ---------- in accordance with the Delaware General Corporation Law (the "DGCL") at and the Effective TimeColorado Business Corporation Act (the "CBCA"), Acquisition the Company shall be merged with and into Sub (the Company"Merger") at the Effective Time. As a result of Following the Merger, the separate corporate existence of Acquisition shall cease and the Company shall cease, and Sub shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") ), and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLCompany.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into Company at the CompanyEffective Time (as defined in Section 1.4). As a result Upon consummation of the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at and the Effective TimeVirginia Stock Corporation Act (the "VSCA"), Acquisition the Merger shall be effected and Company shall be merged with and into Merger Sub at the CompanyEffective Time (as defined in Section 1.3). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Company shall cease and the Company Merger Sub shall continue as the surviving corporation (sometimes hereinafter referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Clause 1.3). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined in Section 1.4 hereof), Acquisition Corp. shall be merged with and into First Financial (the Company"Merger"). As a result of the Merger, the The separate corporate existence of Acquisition Corp. shall cease cease, and the Company First Financial shall continue as be the surviving corporation (sometimes referred to herein as the "Surviving Corporation") in the Merger, shall be considered the same business and corporate entity as each merging corporation, and shall succeed to have the other properties, liabilities and assume all of the rights and obligations of Acquisition in accordance with attributes as provided by the DGCL.. Pursuant to the Merger:

The Merger. Subject to and in accordance with Upon the terms and subject to conditions of this Agreement at the Closing and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined in Section 1.2), Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Acquisition Merger Sub shall cease and thereafter cease. After the Merger, the Company shall continue as the surviving corporation Surviving Corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed ). The Merger is being effected pursuant to and assume all Section 303 of the rights and obligations of Acquisition in accordance with the DGCL.

The Merger. Subject to and in accordance with At the Effective Time (as hereinafter defined), upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at and the Effective TimeDelaware Limited Liability Company Act (the "LLC Act"), Acquisition Merger Sub shall be merged with and into the Company. As a result Upon consummation of the Merger, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation entity (sometimes referred to herein as the "Surviving CorporationEntity") ). The Merger shall have the effects set forth in this Agreement, the LLC Act and shall succeed to and assume all of in the rights and obligations of Acquisition in accordance with the DGCLDGCL (including Section 259 thereof).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") “ DGCL ”), at the Effective Time, Acquisition shall be merged (a) Merger Sub will merge with and into the Company. As a result of Company (the “Merger”), and (b) the separate corporate existence of Acquisition shall Merger Sub will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Acquisition Merger Sub shall cease and thereupon cease. The Company shall be the surviving corporation in the Merger (the Company shall continue in its capacity as the surviving corporation (is sometimes hereinafter referred to herein as the "“Surviving Corporation") and ”). The Merger shall succeed to and assume all of have the rights and obligations of Acquisition effects specified in accordance with the DGCL.

The Merger. Subject to the terms and conditions set forth in this Agreement, and in accordance with the terms and conditions applicable provisions of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub and the Company in accordance with the DGCL. The effect of the Merger shall be as provided in this Agreement and under the applicable provisions of the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition shall Merger Sub will be merged with and into Company at the CompanyEffective Time of the Merger. As a result of Following the Merger, the separate corporate existence of Acquisition shall cease Merger Sub will cease, and the Company shall will continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall will succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at ”), the Effective Time, Acquisition Merger shall be effected and Merger Sub shall be merged with and into Company at the CompanyEffective Time (as defined in Section 1.3). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as such, the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and conditions of this Agreement and subject to the conditions set forth in Article VII, and in accordance with the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined below), Acquisition shall Buyer will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition shall Buyer will cease and the Company shall will continue as the surviving corporation of the Merger (sometimes referred to herein as the "Surviving Corporation") and shall succeed will continue to and assume all be governed by the laws of the rights and obligations State of Acquisition in accordance with the DGCLDelaware.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement set forth herein and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "“Surviving Corporation"Company”) and a wholly owned subsidiary of Parent. The Merger shall succeed to and assume all of have the rights and obligations of Acquisition effects set forth in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, at the Effective Time (as defined in Section 1.3(b)) and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the Company. As a result Company (the merger of Merger Sub into the Company being referred to as the “Merger, ”) and the separate corporate existence of Acquisition Merger Sub shall cease and the cease. The Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into Xxxxxx-Xxxxxxx at the CompanyEffective Time. As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company Xxxxxx-Xxxxxxx shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL.). 1.2

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions applicable provisions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into the Company. As a result Company at the Effective Time upon the filing of the Certificate of Merger. At the Effective Time, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (sometimes referred to herein as the "“Surviving Corporation"Company”) and shall succeed to and assume all of continue its existence under the rights and obligations of Acquisition in accordance with the DGCL.name “Avid Medical, Inc.”

The Merger. Subject to and in accordance with the terms and conditions of this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Acquisition Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at and the Effective TimeCalifornia General Corporation Law (the "CGCL"), Acquisition CTI shall be merged with and into Merger Sub at the CompanyEffective Time (as defined below). As a result of Following the Merger, the separate corporate existence of Acquisition CTI shall cease and the Company Merger Sub shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject (a) At the Effective Time, and subject to the terms and conditions contained in this Agreement, and in accordance with the terms and conditions applicable provisions of this Agreement and in accordance with the Delaware General Corporation Law (as the "same may be amended, the “DGCL") at the Effective Time”), Acquisition MergerCo shall be merged with and into the Company. As a result of the MergerGrace, whereupon the separate corporate existence of Acquisition MergerCo shall cease cease, and the Company Grace shall continue its existence under Delaware law as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation"Company”) and shall succeed to and assume all a direct wholly-owned Subsidiary of the rights and obligations of Acquisition in accordance with the DGCLAcasti.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into NEON at the CompanyEffective Time. As a result of From and after the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company NEON shall continue its corporate existence under the DGCL as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 2.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject On the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in SECTION 1.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement hereof and in accordance with the Delaware General Corporation Law Law, as amended (the "DGCL") at ), the Effective Time, Acquisition Company shall be merged with and into the CompanyCombination Company at the Effective Time of the Merger (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Acquisition the Company shall cease and the Combination Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company in accordance with the DGCL.

The Merger. Subject On the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective Time, Acquisition shall be merged (a) Merger Sub will merge with and into the Company. As a result of Company (the “Merger”), and (b) the separate corporate existence of Acquisition shall Merger Sub will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at ”), on the Effective TimeClosing Date, Acquisition Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the corporation surviving corporation the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject Upon the terms and subject to the conditions hereof, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware, as amended (the "DGCL") at the Effective Time), Acquisition Mergeco shall be merged with and into the CompanyCompany at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Acquisition Mergeco shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Mergeco in accordance with the DGCL.

The Merger. (a) Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition Time the Merger Sub shall be merged merge with and into the Company. As a result Company (the “Merger”), whereupon the separate existence of the MergerMerger Sub shall cease, the separate corporate existence of Acquisition shall cease and the Company shall continue as be the surviving corporation (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. (a) Subject to and in accordance with upon the terms and conditions of this Agreement and in accordance with the provisions of Section 251 of the Delaware General Corporation Law (the "DGCL") ), at the Effective TimeTime (as defined in Section 1.2(b)), Acquisition Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Acquisition Merger Sub shall cease and the cease. The Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all in the Merger and, as of the rights Effective Time, shall be a wholly-owned subsidiary of Parent. The effects and obligations consequences of Acquisition the Merger shall be as specified in accordance with the DGCL.this Agreement and in Section 259(a)

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as be the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and ), shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCLDGCL and shall become a wholly-owned subsidiary of Parent.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition shall be merged (a) Merger Sub will merge with and into the Company. As a result of Company (the “Merger”), and (b) the separate corporate existence of Acquisition shall Merger Sub will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCLEntity”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL"”) at and the Effective TimeDelaware Limited Liability Company Act (the “DLLCA”), Acquisition the Company shall be merged with and into Merger Sub at the CompanyEffective Time. As a result of Following the Merger, the separate corporate existence of Acquisition the Company shall cease and the Company Merger Sub shall continue as the surviving corporation limited liability company (sometimes referred to herein as the "“Surviving Corporation"Company”) and shall succeed to and assume all of under the rights and obligations of Acquisition in accordance with the DGCLname “Manor LLC.”

The Merger. Subject Upon and subject to and in accordance with the terms and conditions of this Agreement and in accordance with Agreement, at the Delaware Effective Time pursuant to the General Corporation Law of the State of Delaware (the "“DGCL") at ”), the Effective Time, Acquisition Merger Sub shall be merged merge with and into the Company. As a result of From and after the MergerEffective Time, the separate corporate existence of Acquisition the Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and . The Merger shall succeed to and assume all have the effects set forth in Section 259 of the rights and obligations of Acquisition in accordance with the DGCL.

The Merger. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at ), the Effective Time, Acquisition Merger shall be effected and Merger Sub shall be merged with and into Company at the CompanyEffective Time (as defined in Section 1.3). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as such, the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving SURVIVING Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL. References to the Company following the Effective Time shall be deemed to be to the Surviving Corporation.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL"”) and the Delaware Limited Liability Company Act (the “LLC Act”), at the Effective Time, Acquisition Time Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all company of the rights and obligations merger (the “Surviving Company”) of Acquisition in accordance with the DGCLmerger (such transaction, the “Merger”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective TimeTime (as defined herein), Acquisition the Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition shall cease and the The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to herein as the "“Surviving Corporation"”) and shall succeed continue to and assume all of be governed by the rights and obligations of Acquisition DGCL. The Merger shall have the effects specified in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL"”) at and the Effective TimeDelaware Limited Liability Company Act (the “DLLCA”), Acquisition Merger Sub shall be merged with and into eMachines at the CompanyEffective Time. As a result of Following the Merger, the separate corporate limited liability existence of Acquisition Merger Sub shall cease and the Company eMachines shall continue as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and conditions of this Agreement agreement and in accordance with subject to the provisions of the Delaware General Corporation Law (the "DGCL") at ), the Effective Time, Acquisition Sub shall be merged with and into the Company. As a result Company (the "Merger") as soon as practicable following the satisfaction or waiver, if permissible, of the Merger, the separate corporate existence of Acquisition shall cease and the conditions set forth in section 6. The Company shall continue as be the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all continue its existence under the law of the rights and obligations State of Acquisition Delaware. At the Effective Time (as defined in accordance with section 1.2), the DGCLseparate corporate existence of the Sub shall cease.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and (b) the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") at the Effective Time”), Acquisition Merger Sub shall be merged with and into Cilion at the CompanyEffective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company Cilion shall continue as the surviving corporation survivor in the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), at the Effective Time, Acquisition (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and (b) the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective Time, Acquisition the Company shall be merged with and into the Company. As a result of the MergerMerger Sub, and the separate corporate existence of Acquisition shall cease and the Company shall continue as thereupon cease, and Merger Sub shall be the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL”).

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of this Agreement hereof, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.2). As a result of Following the Merger, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company in accordance with the DGCL.. (ii) Section 1.4 of this Agreement shall be deemed to read as follows: Section 1.4

The Merger. Subject Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") at ), the Effective Time, Acquisition Company shall be merged with and into Sub at the CompanyEffective Time (as defined in Section 1.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with the DGCL.of

The Merger. Subject to and in accordance with After the Expiration Date, upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at the Effective Time), Acquisition Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in SECTION 2.03). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition Merger Sub shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving CorporationSURVIVING CORPORATION") and shall succeed to and assume all of the rights and obligations of Acquisition Merger Sub in accordance with the DGCL.

The Merger. Subject to and in accordance with Upon the terms and subject to the conditions of ---------- set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL") at ), the Effective Time, Acquisition Company shall be merged with and into MergerSub at the CompanyEffective Time (as defined in Section 1.3). As a result of Following the MergerEffective Time, the separate corporate existence of Acquisition the Company shall cease and the Company MergerSub shall continue as be the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all of the rights and obligations of Acquisition the Company in accordance with the DGCL.

The Merger. Subject to and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law (the "“DGCL") ”), at the Effective TimeTime (as defined in Section 2.05), Acquisition Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Acquisition shall cease and the Company shall continue as be the surviving corporation in the Merger (sometimes referred to herein as the "“Surviving Corporation"”) and shall succeed to and assume all continue its corporate existence under the Laws of the rights State of Delaware with all its rights, privileges, immunities, powers and obligations franchises continuing unaffected by the Merger. At the Effective Time, the separate existence of Acquisition in accordance with the DGCLMerger Sub shall cease.

The Merger. Subject After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and in accordance with subject to applicable provisions of the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "“DGCL") ”), and the New York Business Corporation Law, at the Effective TimeTime (as defined below), Acquisition the Merging Company shall be merged with and into the Company. As a result Surviving Company and thereupon the separate existence of the MergerMerging Company shall cease, the separate corporate existence of Acquisition shall cease and the Company shall continue Surviving Company, as the surviving corporation (sometimes referred entity, shall continue to herein as the "Surviving Corporation") exist under and shall succeed to and assume all of the rights and obligations of Acquisition in accordance with be governed by the DGCL.

The Merger. Subject Upon the terms and subject to the conditions of this Agreement, at the Effective Time and in accordance with the terms and conditions of this Agreement and in accordance with the Delaware General Corporation Law of the State of Delaware (the "DGCL") at the Effective Time), Acquisition MergerCo shall be merged with and into Holdings, which shall be the Companysurviving corporation in the Merger (the "SURVIVING CORPORATION"). As a result of At the MergerEffective Time, the separate corporate existence of Acquisition MergerCo shall cease and the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and shall succeed to and assume all other effects of the rights and obligations Merger shall be as set forth in Section 259 of Acquisition in accordance with the DGCL.