Extract to table

" "Parent Material Adverse Effect" means any event, circumstance, change, effect, development, condition, or occurrence that, individually or in the aggregate with all other such events, circumstances, changes, effects, developments, conditions, or occurrences, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of Parent and its Subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay the ability of Parent to consummate the Merger or to perform its material obligations under this Agreement; provided, however, that, for purposes of clause (a) of this definition, the same carve-outs as set forth in the definition of Company Material Adverse Effect (mutatis mutandis) shall apply

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Recital" refer to the specified Article, Section, Schedule, Exhibit, or Recital of or to this Agreement unless otherwise specified; (e) the word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding such term; (f) the word "or" shall be disjunctive but not exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder, and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (j) references to "dollars" or "$" mean lawful money of the United States of America; (k) any reference to "days" means calendar days unless the term "Business Days" is used; (l) whenever this Agreement requires action within a specified number of days, the first day of such period shall be excluded and the last day shall be included; provided, however, that if the last day is not a Business Day, the period in question shall end on the next succeeding Business Day; and (m) references to a Person are also to its permitted successors and assigns

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, the Company shall be merged with and into Parent

The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL

From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof

Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers, and purposes of Parent and the Company, and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions for shares and all other choses in action, and all and every other interest of or belonging to or due to Parent and the Company shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed