definiens: within the meaning of Section 36 8 of the Internal RevenueCode of 1986, as amended ( the ) ; ( b ) for acco unting purposes, the mergerprovided for herein shall qualify as a ; and ( c ) theshares of [COMPANY] Common Stock ( as defined herein ) t o be issued pursuant to theMerger shall be exempt securities pursuant to Secti on 3(a)(10 ) of the SecuritiesAct of 1933, as amended ( the ) ; and NOW, THEREFORE, in consideration of the pr emises and of therepresentations, warranties, covenants and agreemen ts set forth herein, theparties hereto hereby agree as follows : ARTICLE I THE MERGER 1.1 . The Merger . Upon the terms and subjec t to the conditions of thisAgreement, at the Effective Time ( as defined in Sec tion 1.3 of this Agreement),Watson Sub shall be merged with and into the Compan y in accordance with the lawsof the State of Delaware and the terms of this Agre ement ( the ), whereupon the separate corporate existence of Watso n Sub shall cease, and theCompany shall be the surviving corporation of the M erger ( the Company, as thesurviving corporation after the Merger is sometimes referred to herein as the )