General Effect of Merger; Assets Sample Clauses

General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2) and subject to the terms and conditions hereof and of the attendant Plan of Merger (“Plan of Merger”) attached hereto as “Exhibit B”, Traders shall merge with and into Interim Company (the “Merger”) under the charter of Interim Company pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D. Interim Company shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the “Surviving Company”. At the Effective Time of the Merger, the corporate existence of Traders shall, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code, be merged with and into Interim Company and continued in the Surviving Company and the separate existence of Traders shall cease. The Surviving Company shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company and Traders; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company and Traders, and each of them, shall be deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company and Traders and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.
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General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2), Interim Company shall merge with and into Xxxxx (the “Merger”) under the charter of Xxxxx pursuant to the provisions of and with the effect provided in the Delaware General Corporation Law. Xxxxx shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the “Surviving Company”. At the Effective Time of the Merger, the corporate existence of Interim Company shall cease. The Surviving Company shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company and Xxxxx; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company and Xxxxx, and each of them, shall be deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company and Xxxxx and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.
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General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2), First Bank shall merge with and into Premier Bank in the Merger, under the charter of Premier Bank, pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D (The “WVBCA”). Premier Bank shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the “Surviving Company”. At the Effective Time of the Merger, the corporate existence of First Bank shall cease. The Surviving Company shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of Premier Bank and First Bank; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to Premier Bank and First Bank, and each of them, shall be deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in Premier Bank and First Bank and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.
Sample 1

Related to General Effect of Merger; Assets

  • 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 (a) At the effective time of the certificate of merger:

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

  • Binding Effect of Merger Agreement Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

  • 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:

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Authorization of Merger All actions necessary to authorize the execution, delivery and performance of this Agreement by Company and the consummation of the transactions contemplated hereby shall have been duly and validly taken by the Board of Directors and stockholders of Company.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

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

  • Conditions of Merger 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII

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