Constituent and Surviving Corporations. The Company and Sub shall be the constituent corporations in the Merger (collectively, the "Constituent Corporations"). At the Effective Time, Sub shall be merged into the Company in accordance with the Delaware Law and the Company shall be the surviving corporation in the Merger (in such capacity, the Company is sometimes hereinafter referred to as the "Surviving Corporation"). At the Effective Time, the identity and separate existence of Sub shall cease. Upon the effectiveness of the Merger, the Surviving Corporation shall possess all of the rights, privileges, immunities, powers, franchises and authority, whether of a public or private nature, and be subject to all restrictions, disabilities and duties, of each of the Constituent Corporations, and all the rights, privileges, immunities, powers, franchises and authority of each of the Constituent Corporations, and all assets and properties of every description, real, personal and mixed, and every interest therein, wherever located, and all debts and other obligations belonging or due to either of the Constituent Corporations on whatever account, as well as stock subscriptions and all other things in action belonging or due to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property rights, privileges, immunities, powers, franchises and authority, and all and every other interest, shall be thereafter as effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate or interest therein vested in 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 of the Constituent Corporations shall be preserved unimpaired, and the Surviving Corporation shall be liable for the debts and other obligations of each of the Constituent Corporations, and any claims existing or action or proceeding pending, by or against either of the Constituent Corporations may be prosecuted to judgment with right of appeal, as if the Merger had not taken place.
Constituent and Surviving Corporations. Xxxxx and CSI will be the constituent corporations to the CSI-Xxxxx Merger. At the Effective Time (which shall mean the time at which the Certificate of Merger substantially in the form attached hereto as Exhibit 1.01, duly executed in accordance with Section 251(c) of the General Corporation Law of the State of Delaware, shall be filed in the office of the Secretary of State of the State of Delaware) CSI shall be merged into Xxxxx in accordance with the General Corporation Law of the State of Delaware, and Xxxxx shall be the surviving corporation of the CSI-Xxxxx Merger (hereinafter sometimes called the "Surviving Corporation"). The name, identity, existence, rights, privileges, powers, franchises, properties and assets of Xxxxx shall continue unaffected and unimpaired by the CSI-Xxxxx Merger. At the Effective Time the identity and separate existence of CSI shall cease, and all of the rights, privileges, powers, franchises, properties and assets of CSI shall be vested in Xxxxx.
Constituent and Surviving Corporations. Mardel and Acquisition shall be the constituent corporations in the Merger, and Acquisition shall be the surviving corporation in the Merger (in such capacity, Acquisition is sometimes hereinafter referred to as the "Surviving Corporation"), in accordance with the Delaware Law. At the Effective Time, the identity and separate existence of Mardel shall cease. Upon the effectiveness of the Merger (i) the Surviving Corporation shall possess all of the rights, privileges, immunities, powers, franchises, and authority, whether of a public or private nature, and be subject to all restrictions, liabilities, obligations, and duties of Mardel, (ii) all assets and properties of every description, real, personal, and mixed, and every interest therein, wherever located, and all debts and other obligations belonging or due to Mardel on whatever account, as well as all other things in action belonging or due to Mardel, shall be vested in the Surviving Corporation, (iii) all rights of creditors and all liens upon any property of Mardel shall be preserved unimpaired, and (iv) any claims existing or action or proceeding pending by or against Mardel may be prosecuted to judgment with right of appeal by the Surviving Corporation as if the Merger had not taken place.
Constituent and Surviving Corporations. Headway Technologies and -------------------------------------- Merger Sub shall be the constituent corporations to the Merger (the "Constituent Corporations"). At the Effective Time (as defined below), Merger Sub shall be merged into Headway Technologies and Headway Technologies shall be the surviving corporation (the "Surviving Corporation") of the Merger. Save as otherwise expressly provided herein, the name, identity, existence, rights, privileges, powers, franchises, properties and assets and the liabilities and obligations of Headway Technologies shall continue unaffected and unimpaired by the Merger. Upon the filing of this Merger Agreement, together with the Officers' Certificates of each of the Constituent Corporations required by the General Corporation Law of the State of California (the "California Law") with the Secretary of State of California (the "Effective Time"), the identity and separate existence of Merger Sub shall cease and all rights, privileges, powers, franchises, properties and assets and the liabilities and obligations of Merger Sub shall be vested in Headway Technologies.
