Constituent Entities Clause Samples

Constituent Entities. The separate corporate existence of the applicable merged Sub shall cease and the surviving Partnership shall thereupon succeed, without other transfer, to all the rights and property of such merged Sub and shall be subject to all the debts and liabilities of such merged Sub in the same manner as if the surviving Partnership had itself incurred them; all rights of creditors and all liens upon the property of each of the merged Sub and surviving Partnership shall be preserved unimpaired, provided that such liens upon property of the merged Sub shall be limited to the property affected thereby immediately prior to the Effective Time; and any action or proceeding pending by or against the merged Sub may be prosecuted to judgment, which shall bind the surviving Partnership, or the Partnership may be proceeded against or substituted in its place.

Constituent Entities a. The name and state of formation of each of the constituent entities involved in the Merger are as follows: Cartesian Technologies, Inc. California Cartesian Acquiring Corporation Delaware b. The surviving entity (the “Surviving Entity”) shall be Cartesian Acquiring Corporation, a Delaware corporation. c. Cartesian’s authorized capital stock consists of 10,000,000 shares of common stock, par value $0.01 per share, of which 1,632,103 shares are issued and outstanding. All shares of Cartesian’s common stock are identical and have all the rights, preferences and limitations of shares of common stock stated in the California Act. All holders of Cartesian’s common stock are entitled to vote. d. The Corporation’s authorized capital consists of 3,000 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding. All shares of the Corporation’s common stock are identical and have all the rights, preferences and limitations of shares of common stock stated in the Delaware Act. All holders of the Corporation’s common stock are entitled to vote.

Constituent Entities. Contract.......................................................................................................

Constituent Entities. Section 1.01 SVB Bank and Boston Private Bank shall be the constituent entities with respect to the Bank Merger.

Constituent Entities