Effects of Merger; Surviving Corporation Sample Clauses

Effects of Merger; Surviving Corporation. (a) As of the Merger Effective Date, the following shall occur:
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Effects of Merger; Surviving Corporation. (a) (i) On the Merger Effective Date, Niagara Merger Corp shall merge with and into CNYF; the separate existence of Niagara Merger Corp shall cease; CNYF shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Niagara Bancorp; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Niagara Merger Corp shall be taken and deemed to be transferred to and vested in CNYF, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of Delaware.
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Effects of Merger; Surviving Corporation. (a) (i) On the Merger Effective Date, a to-be-formed company formed by Sound Federal ("Interim") shall be merged with and into PFC; the separate existence of Interim shall cease; PFC shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Sound Federal; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Interim shall be taken and deemed to be transferred to and vested in PFC, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with federal law.
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Effects of Merger; Surviving Corporation. (a) ...(i) On the Merger Effective Date, a to-be-formed company formed by Baltimore County Bank ("Interim") shall merge with and into WHG; the separate existence of Interim shall cease; WHG shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Baltimore County Bank; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Interim shall be taken and deemed to be transferred to and vested in WHG, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with federal law.
Sample 1
Effects of Merger; Surviving Corporation. (a) (i) On the Merger Effective Date, First Niagara Merger Corp shall merge with and into IROQ; the separate existence of First Niagara Merger Corp shall cease; IROQ shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Niagara Bancorp; and all of the property (real, personal and mixed), rights, powers and duties and obligations of First Niagara Merger Corp shall be taken and deemed to be transferred to and vested in IROQ, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the States of Delaware and New York.
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Effects of Merger; Surviving Corporation. (a) (i) On the Merger Effective Date, a to-be-formed company formed by Provident Bank ("Interim") shall be consolidated with and merged into NBF; the separate existence of Interim shall cease; NBF shall be the surviving corporation in the Interim Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Provident Bank; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Interim shall be taken and deemed to be transferred to and vested in NBF, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with federal law.
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Effects of Merger; Surviving Corporation. (a) (i) On the Merger Effective Date, Norway Merger Subsidiary shall merge with and into First Coastal; the separate existence of Norway Merger Subsidiary shall cease; First Coastal shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly owned subsidiary of Norway Bancorp; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Norway Merger Subsidiary shall be taken and deemed to be transferred to and vested in First Coastal, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with the applicable laws of the State of Delaware.
Sample 1
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Effects of Merger; Surviving Corporation. (a) (i) On the Closing Date, Interim shall merge with and into Parent; the separate existence of Interim shall cease; Parent shall be the surviving corporation in the Merger (the "Surviving Corporation") and a wholly-owned subsidiary of Service Subsidiary; and all of the property (real, personal and mixed), rights, powers and duties and obligations of Interim shall be taken and deemed to be transferred to and vested in Parent, as the Surviving Corporation in the Merger, without further act or deed; all in accordance with Delaware law.
Sample 1

Related to Effects of Merger; Surviving Corporation

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • Certificate of Merger Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

  • Ownership of Merger Sub All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

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