Common use of Effect of the Merger Clause in Contracts

Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Section 259 and the other applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, liabilities obligations, restrictions, disabilities and duties of each of Merger Sub and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation, all as provided under the DGCL.

Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub MergerCo shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall MergerCo shall, by operation of law, become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises as well of each a public as of a private nature and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub, and all property, real, personal and mixed, and all debts due to any of the Company or Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of be vested in the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company SPAC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Acquisition Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without further act or deed, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At From and after the Effective Time, the Merger Surviving Corporation shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, possess all the property, rights, privileges, powers and franchises of each and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationCompany and Acquiror Merger Subsidiary, and the Merger shall otherwise have the effects, all as provided under the DGCL.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth specified in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each franchises, and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationCompany and Merger Sub, as provided under Section 259 of the DGCL.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at thereto from and after the Effective Time, the effects of the Merger shall be that all the property, rights, privileges, powers immunities, powers, franchises, licenses, and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without further act or deed, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation, all as provided in the DGCL.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCLDGCL and TLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationEntity.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub the Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub the Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises franchises, and all other interests of each of the Company Kensington and Merger Sub shall vest in be the property of the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company Kensington and Merger Sub shall become be the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and Agreement, the applicable provisions of the DGCLDGCL and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyassets, properties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions § 1108 of the DGCLCGCL, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub HEOP shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub HEOP shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At Upon the Effective Timeconsummation of the Merger, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificates of Merger and the applicable provisions of the DGCLDGCL and the FGCL. Without limiting the generality of the foregoing, and subject thereto, at upon the Effective Time, consummation of the Merger all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions § 259 of the DGCL, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub Parent shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Parent shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company Boulevard and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Boulevard and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at from and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, immunities, powers and franchises and be subject to all of each the obligations, restrictions, disabilities, liabilities, debts and duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationSub.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, property rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses, and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Surviving CorporationCompany.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have be as provided in Section 1929 of the effects set forth in this Agreement PBCL and the applicable provisions Sections 259-61 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, without further act or deed, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, The effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all of the propertyrespective assets, properties, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the respective debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties of each obligations of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving Corporation.

Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company SPAC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company SPAC and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCLCGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect -------------------- of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the BCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub the Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL (except as provided herein). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects be as set forth in this Agreement and as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company NGA and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company NGA and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises of each franchises, and all other interests of the Company and Merger Sub shall vest in be the property of the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become be the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall continue with, or vest in in, as the case may be, the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become continue to be, or become, as the case may be, the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation. As of the Effective Time, the Surviving Corporation shall be a direct subsidiary of Parent.

Effect of the Merger. (a) At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Subsidiary Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Subsidiary Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretoto such provisions of the DGCL, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilitiesclaims, obligations, restrictions, disabilities disabilities, liabilities, debts and duties of each of the Company and Merger Sub shall become the debts, liabilitiesclaims, obligations, restrictions, disabilities disabilities, liabilities, debts and duties of the Surviving Corporation.

Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement and the Company Documents, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretoto such provisions of the DGCL, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest entirely in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement the DGCL and the other applicable provisions of the DGCLLaw. Without limiting the generality of the foregoingAccordingly, from and subject thereto, at after the Effective Time, the Surviving Corporation shall have all the propertyproperties, rights, privileges, powers powers, interests and franchises of each and shall be subject to all restrictions, disabilities, debts, duties and Liabilities of the Company and Merger Sub shall vest Sub. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the Surviving Corporation, name and all debts, liabilities, obligations, restrictions, disabilities and duties on behalf of each of either the Company and or Merger Sub shall become in order to carry out and effectuate the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporationtransactions contemplated by this Agreement.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company CMI and Merger Sub CMI Acquisitions shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company CMI and Merger Sub CMI Acquisitions shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporationimmunities, and all agreements, powers, franchises, licenses, authority, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of each of the Company SPAC and Merger Sub shall become the property, rights, privileges, immunities, agreements, powers, franchises, licenses, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, without further act or deed, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL, the Certificate of Merger and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Merger Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the TBOC and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and C Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and C Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect -------------------- of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the KGCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company Pihana and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Pihana and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the DGCLDGCL and the MBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers rights and franchises of each property of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities debts and duties of each liabilities of the Company and Merger Sub Sub, including, without limitation, all amounts outstanding under that certain Promissory Note, dated as of March 2, 2017, by and between the Company and NantWorks, LLC, shall become the debts, liabilities, obligations, restrictions, disabilities debts and duties liabilities of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all of the property, assets, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities duties and duties of each obligations of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, The effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Articles of Merger, the Certificate of Ownership and the applicable provisions of the DGCLDGCL and the NGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub ACT-NEVADA shall vest in ACT-DELAWARE, as the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub ACT-NEVADA shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of ACT-DELAWARE, as the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporationfranchises, and shall be subject to all the debts, liabilities, obligations, restrictions, disabilities and duties duties, of each of the Company and Merger Sub shall become the debtsSub, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporationall without further act or deed.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the CGCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the WBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, (including interests in subsidiaries), rights, privileges, powers and franchises of each of the Company and Merger Sub Nasco shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Nasco shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have be as provided in Section 905 of the effects set forth in this Agreement MBCA and the applicable provisions Sections 259-61 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the tangible and intangible property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the assets, property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligationsLiabilities, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligationsLiabilities, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and Agreement, the applicable provisions of the DGCLDGCL and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, subject to Section 11.10, all of the propertyassets, properties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company PSI and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company PSI and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the CBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company Tellurian and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company Tellurian and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.

Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the assets, property, rights, privileges, powers and franchises of each franchises, and all and every other interest of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions, disabilities obligations and duties of the Surviving Corporation.

Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.