1Merger Clause Samples
The Merger clause establishes that all prior agreements, negotiations, and understandings between the parties are consolidated into the current contract, making it the sole and complete expression of their agreement. In practice, this means that any previous discussions, emails, or drafts that are not included in the final contract have no legal effect and cannot be relied upon in interpreting the parties' obligations. The core function of this clause is to ensure clarity and prevent disputes by confirming that only the written contract governs the relationship, thereby eliminating ambiguity about the parties' intentions.
1Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, West Suburban shall merge with and into Buyer (the “Merger”) pursuant to and in accordance with the Illinois Business Corporation Act of 1983 (the “IBCA”) and the Delaware General Corporation Law (the “DGCL”). Buyer shall be the Surviving Corporation resulting from the Merger and shall continue to be governed by the Laws of the State of Delaware. The Merger shall be consummated in accordance with the terms and subject to the conditions of this Agreement.
1Merger. Subject to the terms and conditions of this Bank Merger Agreement, pursuant to the applicable provisions of the Bank Merger Act, 12 U.S.C. 1828(c), and the applicable laws and regulations of the Commonwealth of Pennsylvania, and subject to the approval of all required regulatory agencies, at the Effective Time (as that term is defined in Article V hereof): (i) Susquehanna Bank shall merge with and into C&N Bank; (ii) the separate existence of Susquehanna Bank shall cease; and (iii) C&N Bank shall be the surviving entity and shall continue to operate under the name “C&N Bank” (such transaction referred to herein as the “Bank Merger,” and C&N Bank, as the surviving entity in the Bank Merger, is referred to herein as the “Resulting Bank”).
1Merger. Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”) at the Effective Time, Company shall merge with and into Buyer pursuant to this Agreement. Buyer shall be the Surviving Entity in the Merger and shall continue its corporate existence under the Laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Company shall terminate.
1Merger. On the Effective Date (as defined in Section 4.1 below), Subsidiary shall be merged with and into Surviving Corporation, in accordance with Section 92A.180 of the Nevada Revised Statutes, and the separate existence of Subsidiary shall cease. Advanced Voice Recognition Systems, Inc shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) in the Merger and shall operate under the name “Rivulet Entertainment, Inc.” by virtue of, and shall be governed by, the laws of Nevada. The address of the registered office of the Surviving Corporation in Nevada will be ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 208, Carson City, Nevada 89701 and the registered agent in charge thereof shall be Paracorp Corporation.
1Merger. Subject to the terms and conditions set forth in this Plan of Merger, at the Effective Time, Mutual shall be merged with and into American National under the Articles of Association and Bylaws of American National pursuant to the provisions of and with the effect provided in 12 U.S.C. Sections 215c, 1815(d), and 1828(c). American National shall be the Resulting Association and receiving association resulting from the Merger and shall continue to conduct its business under the name "American National Bank and Trust Company." The Merger shall be consummated pursuant to the terms of this Plan of Merger, which has been approved and adopted by the respective Boards of
1Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the DGCL. Following the Merger, the Company shall continue as the Surviving Company and the separate corporate existence of Merger Sub shall cease.
1Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the W.S., Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company at the Effective Time (defined below), following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation” (provided, that references to the Company for periods after the Effective Time shall include the Surviving Corporation).