Common use of Terms and Conditions of Merger Clause in Contracts

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows: 1) On the effective date of the merger: (i) H.P.C. shall be merged into HPC Acquisitions to form a single corporation and HPC Acquisitions shall be the Surviving Corporation; (ii) The separate existence of H.P.C. shall cease; (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (iv) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; and (v) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of the Constituent Corporation; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other causes of action, and all and every other interest, of or belonging to or due to the Constituent Corporation, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in the Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of the Constituent Corporation; any claim existing or action or proceeding pending by or against the Constituent Corporation may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of the Constituent Corporation shall be impaired by the merger. 2) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board of directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 3) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of HPC Acquisitions immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 4) If on the effective date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation and the laws of the state of Nevada.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this PlanAgreement) are as follows: 1(a) On the effective date Effective Date of the merger: (i1) H.P.C. EZ shall be merged into HPC Acquisitions EWI to form a single corporation corporation, and HPC Acquisitions EWI shall be designated herein as the Surviving Corporation;. (ii2) The separate existence of H.P.C. EZ shall cease;. (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (iv3) The Surviving Corporation shall have all the rights, privileges, immunities immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; andthe state of California. (v4) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent CorporationCorporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other causes of action, and all and every other interest, of or belonging to or due to each of the Constituent Corporation, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in the either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent CorporationCorporations; any claim existing or action or proceeding pending by or against the either of such Constituent Corporation Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporation Corporations shall be impaired by the merger. 2(b) On the effective date Effective Date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board of directors of HPC Acquisitions EWI immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of NevadaCalifornia. 3(c) On the effective date Effective Date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of HPC Acquisitions EWI immediately prior to the merger, with such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 4) California. If on the effective date Effective Date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided for in the bylaws of the Surviving Corporation and the laws of the state of NevadaCorporation.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this the Plan) are as follows:; 1(a) On Upon and following the effective date Effective Time of the merger: (i1) H.P.C. The Constituent Corporations shall be merged into HPC Acquisitions to form a single corporation and HPC Acquisitions corporation, which shall be Infodata Virginia, the corporation designated herein as the Surviving Corporation;. (ii2) The separate existence of H.P.C. Infodata shall cease;. (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (iv) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; and (v3) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunitiespowers, immunities and franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of the each Constituent Corporation; and the rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal, personal and mixed, and all debts due of to either Constituent Corporation on whatever account, including subscriptions to sharesfor stock, and all other causes of action, choses in action and all and every other interest, of or belonging to or due to the each Constituent Corporation, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in the either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; , but all rights of creditors and all liens upon any property of either Constituent Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Specifically, but not by way of limitation, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities to dissenting shareholders of Infodata and obligations of the Constituent Corporation; any claim existing or action or proceeding whether civil, criminal or administrative, pending by or against the either Constituent Corporation may shall be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of Infodata and its shareholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the Effective Time of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of the Constituent Corporation merger shall be impaired by taken for all purposes as the merger. 2) On the effective date of the mergeracts, the board of directors plans, policies, contracts, approvals and authorizations of the Surviving Corporation and the members thereof, shall be as effective and consist binding thereon as the same were with respect to Infodata. The employees of Infodata shall become the members of the board of directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with the bylaws employees of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of Infodata. (5) The assets, liabilities, reserves and accounts of each Constituent Corporation shall be recorded on the books of the Surviving Corporation at the amounts at which they, respectively, shall then be carried on the books of such Constituent Corporation subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the merger. (6) All obligations of Infodata under any and all employee benefit plans in effect as of the Effective Time of the merger, or with respect to which employee rights or accrued benefits are outstanding as of such time, including the assumption of all outstanding stock options issued under the Incentive Stock Option Plan and the Non-Qualified Stock Option Plan of Infodata, the proposed 1995 Stock Option Plan of Infodata, if adopted, and any warrants issued by Infodata pursuant to its Stock Warrant Purchase Plan, shall be assumed by Infodata Virginia as of the Effective Time of the merger; provided, however, that the common stock of Infodata Virginia shall be substituted for common stock of Infodata thereunder, without any action on the part of the holder thereof. As of the Effective Time of the merger, Infodata shall adopt and continue in effect all such employee benefit and warrant purchase plans, upon the same terms and conditions as were in effect immediately prior to the merger and Infodata Virginia shall reserve that number of shares of Infodata Virginia common stock which is equal to the number of shares of common stock of Infodata that is reserved under any and all employee benefit and warrant purchase plans of Infodata as of the Effective Time of the merger. (b) The Board of Directors, and the members thereof, the committees of the Board of Directors, and the members thereof, and the officers of Infodata immediately prior to the Effective Time of the merger shall be and constitute the Board of Directors, and the members thereof, the committees of the Board of Directors, and the members thereof, and the officers of the Surviving Corporation, respectively, to serve in accordance with the Bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevadaqualified. 3) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of HPC Acquisitions immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 4) If on the effective date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation and the laws of the state of Nevada.

Terms and Conditions of Merger. The terms and conditions 2.1 Each share of common stock of Virtual-Utah ("Shares") shall, upon the effective date of the merger are (in addition to those set forth elsewhere in this Plan) as follows: 1) , be converted into on share of common stock of Virtual-Nevada. On the effective date of the merger: (i) H.P.C. Plan, such shares so converted shall be merged into HPC Acquisitions to form a single corporation constitute all of the then issued and HPC Acquisitions shall be outstanding shares of common stock of the Surviving Corporation;. (ii) 2.2 The separate existence of H.P.C. Virtual-Utah shall cease;. (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (iv) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; and (v) 2.3 The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, franchises as well of a public as well as of a private nature, and be subject to all of the Constituent Corporationrestrictions, disabilities and duties of Virtual-Utah; and all and singular, the rights, privileges, powers and franchises of Virtual-Utah; and all property, real, personal, personal and mixed, and all debts due of to Virtual-Utah on whatever account, including account as well for stock subscriptions as all other things in action or belonging to shares, Virtual-Utah shall be vested in the Surviving Corporation; and all other causes of actionproperty, rights, privileges, powers and franchises, and all and every other interest, of or belonging to or due to the Constituent Corporation, interest shall be taken and deemed to be transferred to and vested in thereafter as effectually the property of the Surviving Corporation without further act or deed; as they were of Virtual-Utah, and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in the Constituent Corporation Virtual-Utah shall not revert or be in any way impaired by reason of the mergerPlan; but all rights of creditors and all liens upon any property of Virtual-Utah shall be preserved unimpaired, and all debts, liabilities and duties of Virtual-Utah shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Specifically, but not by way of limitation, the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities to dissenting stockholders of Virtual-Utah; and obligations of the Constituent Corporation; any claim existing action -or proceeding whether civil, criminal or action or proceeding administrative, pending by or against the Constituent Corporation may Virtual-Utah shall be prosecuted as if the merger Plan had not taken place, or the Surviving Corporation may be substituted in place such action or proceeding. 2.4 All corporate acts, plans, policies, contracts, approvals and authorizations of Virtual-Utah and its stockholders, Board of Directors, committees, elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effective time of the Constituent Plan shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to Virtual-Utah. The employees of Virtual-Utah shall become the employees of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of Virtual-Utah. 2.5 The assets, liabilities, reserves and accounts of Virtual-Utah shall be recorded on the books of the Surviving Corporation at the amounts at which they, respectively, shall then carried on the books of Virtual-Utah, subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Plan. 2.6 The Articles of Incorporation of Virtual-Nevada shall be the Articles of Incorporation of the Surviving Corporation; and neither the rights Bylaws of creditors nor any liens on Virtual-Nevada shall become the property Bylaws of the Constituent Corporation Surviving Corporation. 2.7 All of the present directors of Virtual-Utah shall be impaired by the merger. 2) On the effective date of the merger, the board of designated directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board of directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with until the bylaws next annual meeting of the Surviving Corporation stockholders and until their respective successors shall have been duly are elected and qualified qualified. 2.8 The principal office of both Corporation's shall be 4155 E. Jewell Avenue, Suite 412, ▇▇▇▇▇▇, ▇▇ 80222. The Surviving Corporation shall also maintain a registered office in accordance with Nevada at 4079 Syracuse, Las Vegas, NV 89121. ▇.▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇dopted by persons owing a majority of the shares of Virtual-Utah and Virtual-Nevada. Stockholders of Virtual-Utah shall be given such bylaws and written notice as may be required by the laws of the state State of NevadaUtah. 3) On 2.10 Stockholders of both corporation shall be afforded all rights, privileges and obligations contained within the effective date of Utah Revised Business Corporation Act and the mergerNevada Revised Statues regarding dissenters' rights, the officers of and the Surviving Corporation shall be and consist of obligated to notify the officers of HPC Acquisitions immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevadastockholders as provided therein. 4) If on the 2.11 The effective date of the merger, a vacancy Plan shall exist in be the board date when the Articles of directors or in any Merger are filed and accepted by the Secretary of State of the offices State of Nevada and at such time as all applicable provisions of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Utah Revised Business Corporation and the laws of the state of NevadaAct have been met.

Terms and Conditions of Merger. The terms Terms and conditions of the merger Merger are (in addition to those set forth elsewhere in this Plan) as follows: 1) On A. At the effective date of the mergerdate: (i1) H.P.C. The Constituent Corporations shall be merged into HPC Acquisitions to form a single corporation and HPC Acquisitions corporation, which shall be the Schuylkill Economic Development Corporation, the corporation designated herein as the Surviving Corporation;. (ii2) The separate existence of H.P.C. Greater Tamaqua Industrial Development Enterprises shall cease;. (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (iv) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of Nevada; and (v3) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, as well of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of the each Constituent Corporation; and all and singular, the rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal, personal and mixed, and all debts due to either Constituent Corporation of whatever accountaccount shall be vested in the Surviving Corporation (except the certain funds of TIDE which shall be distributed to another nonprofit corporation as described in Article II, including subscriptions to shares, A.(6) and A.(7) below); and all other causes of actionproperty, rights, privileges, powers and franchises, and all and every other interest, of or belonging to or due to the Constituent Corporation, interest shall be taken and deemed to be transferred to and vested in thereafter as effectually the property of the Surviving Corporation without further act or deedas they were the respective Constituent Corporations; and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in the either Constituent Corporation shall not revert or be in any way impaired by reason of the mergerMerger; that all rights of creditors and all liens upon any property of either Constituent Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporation shall thenceforth attach to the Surviving Corporation shall thenceforth and may be responsible and liable for all enforced against it to the same extent as if said debts, liabilities and obligations of the Constituent Corporation; any claim existing duties had been incurred or contracted by it. Any action or proceeding whether civil, criminal or administrative, pending by or against the Constituent Corporation may shall be prosecuted as if the merger Merger had not taken place, or the Surviving Corporation may be substituted in place such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of TIDE and its members, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effective date, shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Constituent Corporation; Surviving Corporation and neither shall be as effective and binding thereon as the rights same were with respect to TIDE. (5) The assets, liabilities and reserves and accounts of creditors nor any liens on the property of the each Constituent Corporation shall be impaired recorded on the books of the Surviving Corporation at the amounts at which they, respectively, shall at the time of the Merger be carried on the books of such Constituent Corporation subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the Merger. (6) Prior to the Merger, SEDCO and TIDE agree that TIDE will make a distribution of $500,000 to the Tamaqua Area Community Partnership (“TACP”) which is a Pennsylvania nonprofit Corporation and a 501(c)(3) organization under the Internal Revenue Code which focuses on community projects benefitting the Tamaqua area and which has, among its charitable purposes, the aggressive pursuit of economic development and the revitalization of Tamaqua’s business corridors. (7) TIDE’s Board of Directors have determined that TACP’s purposes are similar to the TIDE purposes of securing new industries, encouraging projects and beneficial steps for the benefit of communities in the Borough of Tamaqua and neighboring townships and communities. The Board of Directors and officers of Schuylkill Economic Development Corporation as of the effective date shall be agreed upon by the mergerBoard of Directors to comply with the agreement in the following sentence. 2) On B. The Board of Directors of SEDCO immediately following the effective date of the merger, Merger shall include a minimum of five (5) individuals to be selected by the board Board of directors Directors of TIDE with the Surviving Corporation and the members thereof, shall be and consist total number of the members of the board SEDCO Board of Directors being approximately 60 members, including the 5 directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevadainitially selected by TIDE. 3) On C. The members of TIDE as of the effective date of the mergerMerger shall be and remain members of SEDCO, along with and on the officers same basis in every respect under the Articles of Incorporation and By-Laws of the Surviving Corporation shall be and consist as the members of the officers of HPC Acquisitions immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of NevadaSEDCO. 4) If on the effective date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation and the laws of the state of Nevada.

Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) are as follows: 1(a) On the effective date Effective Date of the merger: (i1) H.P.C. Merger Co. shall be merged into HPC Acquisitions Wild Earth to form a single corporation corporation, and HPC Acquisitions Wild Earth shall be designated herein as the Surviving Corporation;. (iii) The separate existence of H.P.C. Merger Co. shall cease;. (iii) The name of the Surviving Corporation shall be "HPC Acquisitions, Inc." (ivii) The Surviving Corporation shall have all the rights, privileges, immunities immunities, and powers and shall be subject to all duties and liabilities of a corporation organized under the laws of the state of Nevada; and. (viii) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent CorporationCorporations; and all property, real, personal, and mixed, and all debts due of whatever account, including subscriptions to shares, and all other causes of action, and all and every other interest, of or belonging to or due to each of the Constituent Corporation, Corporation shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; the title to any real estate, or any interest therein, vested in the either Constituent Corporation shall not revert or be in any way impaired by reason of the merger; the Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent CorporationCorporations; any claim existing or action or proceeding pending by or against the either of such Constituent Corporation Corporations may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in place of the Constituent Corporation; and neither the rights of creditors nor any liens on the property of either of the Constituent Corporation Corporations shall be impaired by the merger. 2) On the effective date of the merger, the board of directors of the Surviving Corporation and the members thereof, shall be and consist of the members of the board of directors of HPC Acquisitions immediately prior to the merger, to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 3) On the effective date of the merger, the officers of the Surviving Corporation shall be and consist of the officers of HPC Acquisitions immediately prior to the merger, such officers to serve thereafter in accordance with the bylaws of the Surviving Corporation and until their respective successors shall have been duly elected and qualified in accordance with such bylaws and the laws of the state of Nevada. 4) If on the effective date of the merger, a vacancy shall exist in the board of directors or in any of the offices of the Surviving Corporation, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation and the laws of the state of Nevada.