Common use of Merger Effective Date Clause in Contracts

Merger Effective Date. Pursuant to the terms and provisions of this Agreement and of the Texas Business Corporation Act, and subject to the prior approval by the shareholders of each of the Company and Summit Technologies, Summit Technologies shall be merged with and into the Company, as confirmed by the filing of articles of merger with the Secretary of State of the State of Texas ("the Effective Date"). The Company shall be the surviving corporation ("the Surviving Corporation"). The Company and Summit Technologies shall be referred to hereinafter collectively as the "Constituent Corporations." On the Effective Date, the separate existence and corporate organization of Summit Technologies, except insofar as it may be continued by statute, shall cease and the Company shall continue as the Surviving Corporation, which shall succeed, without other transfer or further act or deed whatsoever, to all the rights, property and assets of the Constituent Corporations and shall be subject to and liable for all the debts and liabilities of each, including, without limitation, (i) the obligation to make payment for the fair value of any shares held by a shareholder of either of the Constituent Corporations who has complied with the requirements of Article 5.12 of the Texas Business Corporation Act for the recovery of the fair value of his shares, and (ii) the obligation to make payment for all fees and franchise taxes as required by law; otherwise, the Company's identity, existence, purposes, rights, immunities, properties, liabilities and obligations shall be unaffected and unimpaired by the Merger except as expressly provided herein. This Agreement supersedes all previous agreements among the parties hereto relating to the Merger.