The Subsequent Merger. Immediately following the Effective Time and in accordance with the DGCL, Parent will cause the Initial Surviving Corporation to merge with and into Sister Subsidiary and the separate corporate existence of the Initial Surviving Corporation shall thereupon cease (the “Subsequent Merger”), and Sister Subsidiary shall be the surviving entity in the Subsequent Merger, and shall succeed to and shall by virtue of the Subsequent Merger continue its existence under the laws of the State of Delaware as a direct wholly-owned subsidiary of Parent. Sister Subsidiary, as the surviving entity of the Subsequent Merger, is referred to herein as the “Final Surviving Entity”. At the effective time of the Subsequent Merger and without any further action on the part of the Initial Surviving Corporation, Parent, Sister Subsidiary or any holder of any capital stock of the Initial Surviving Corporation, Parent or Sister Subsidiary, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the effective time of the Subsequent Merger shall continue as one limited liability company interest of Sister Subsidiary, which shall constitute the only outstanding equity of Sister Subsidiary. Any other equity of the Sister Subsidiary shall automatically be cancelled and retired and shall cease to be outstanding, and no consideration shall be delivered or deliverable in exchange therefor.
The Subsequent Merger. (i) At the Subsequent Effective Time, the Subsequent Merger shall be effected pursuant to which SellerCo will be merged with and into Seller MergerCo in accordance with the DLLCA, whereupon the separate existence of SellerCo shall cease, and Seller MergerCo shall be the surviving company (the “SellerCo Surviving Company”).
The Subsequent Merger. At the Subsequent Effective Time, by virtue of the Subsequent Merger and without any action on the part of the Parties or any holder of any securities of SellerCo or Seller MergerCo:
The Subsequent Merger. (a) Immediately after the Effective Time, Parent will cause the Surviving Corporation to merge with and into Merger LLC, the separate corporate existence of the Surviving Corporation will thereupon cease, Merger LLC will continue as the surviving entity (the “Surviving Company”), and all of the rights and obligations of the Surviving Corporation under this Agreement will be deemed the rights and obligations of the Surviving Company. The Subsequent Merger will have the effects set forth in Section 18-209(g) of the LLC Act. Immediately following the completion of the Subsequent Merger, the Certificate of Formation and Operating Agreement of the Surviving Company shall be in the forms attached hereto as Exhibit A and Exhibit B, respectively.
The Subsequent Merger. Immediately following the Merger, Parent shall cause the Initial Surviving Company to be merged with and into Merger Sub II (the “Subsequent Merger”) and the separate corporate existence of the Initial Surviving Company shall thereupon cease. Merger Sub II shall be the surviving limited liability company in the Subsequent Merger (sometimes hereinafter referred to as the “Surviving Company”), and the separate corporate existence of Merger Sub II shall continue unaffected by the Subsequent Merger, except as set forth in Article IV. The Subsequent Merger shall have the effects specified in the DLLCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Effective Time (as defined in Section 2.3(b)), all property, rights, privileges, immunities, powers and franchises of the Initial Surviving Company and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities and duties of the Initial Surviving Company and Merger Sub II shall become the debts, liabilities and duties of the Surviving Company.
The Subsequent Merger. Immediately following the Effective Time, Parent shall cause a Certificate of Merger (the “Second Delaware Certificate of Merger”) to be executed, acknowledged and duly filed by Merger Sub II with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA to effect the Subsequent Merger. The Subsequent Merger shall become effective immediately following the Effective Time (the “Subsequent Effective Time”) upon duly filing the Second Delaware Certificate of Merger with the Delaware Secretary of State on the Closing Date.
The Subsequent Merger. Subject to the terms and conditions of this Agreement, in accordance with the DLLCA and the NYBCL, immediately following the Merger and as part of a single integrated transaction, the Initial Surviving Company shall merge with and into Merger Sub II. Merger Sub II shall be the surviving company in the Subsequent Merger, and shall continue its existence under the Laws of the State of Delaware. Upon consummation of the Subsequent Merger, the separate existence of the Initial Surviving Company shall terminate.
The Subsequent Merger. Immediately following the Effective Time, Parent will cause a certificate of merger to be executed, acknowledged and filed with each of the Secretary of State of the State of Delaware (the “Second Delaware Certificate of Merger”) and the Secretary of State of the State of New York (the “Second New York Certificate of Merger”) as provided in the DLLCA and the NYBCL, respectively, and in accordance with this Section 2.03(b). The Subsequent Merger shall become effective upon the later filing of the Second Delaware Certificate of Merger and the Second New York Certificate of Merger or at such later time as may be provided for in such certificates of merger (the “Subsequent Effective Time”).
The Subsequent Merger. Immediately following the Effective Time and in accordance with the DGCL and the NYBCL, S&W shall cause USR, as the surviving corporation to the Initial Merger, to be merged with and into SWAC II in accordance with, and with the effects provided in, the applicable provisions of the DGCL and the NYBCL (the “Subsequent Merger”). SWAC II shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) resulting from the Subsequent Merger. As a result of the Subsequent Merger, SWAC II shall continue to be a wholly owned subsidiary of S&W, shall continue to be governed by the laws of the state of Delaware, and shall succeed to and assume all of the rights and obligations of USR. The separate corporate existence of USR shall cease as a result of the Subsequent Merger.
The Subsequent Merger. As soon as practicable following the Effective Time and subject to the terms and conditions of this Agreement, in accordance with the Massachusetts Business Corporation Law ("MBCL") and the CGCL, and in reliance on the representations, warranties and covenants set forth herein, at the Subsequent Effective Time (as defined in Section 2.02 hereof), FSB shall merge with and into BPFH. BPFH shall be the surviving corporation (hereinafter sometimes called the "Subsequent Surviving Corporation") in the Subsequent Merger, and shall continue its corporate existence under the laws of The Commonwealth of Massachusetts. The name of the Subsequent Surviving Corporation shall continue to be Boston Private Financial Holdings, Inc. Upon consummation of the Subsequent Merger, the separate corporate existence of FSB shall terminate.
