Manner of Merger. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), Heritage shall be merged with and into Acquisition Corp pursuant to the provisions of, and with the effect provided in, the Illinois Business Corporation Act of 1983, as amended (the "Illinois BCA"), and Acquisition Corp shall be the corporation resulting from such merger (the "Surviving Corporation"). As a result of the Merger, each share of Heritage Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined below), will be converted into the right to receive the number of shares of Acquiror Common Stock as provided in Section 3.2. Each right to acquire shares of Heritage Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to acquire shares of Acquiror Common Stock as provided in Section 6.12. The parties agree that they will cooperate and restructure the method of the Merger so as to prevent the recognition of the deferred inter-company tax liability relating to the purchase and assumption transaction consummated by the Bank and the Trust Bank, provided, however, that any such restructuring shall have no adverse effect on the consideration to be received pursuant to the terms of this Agreement by, or the tax effect on, holders of Heritage Common Stock.
Manner of Merger. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or First Kansas or the holder of any First Kansas Common Stock:
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), FDB and BIF shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the BCA, and Newco shall be the corporation resulting from such merger. As a result of the Merger, each share of FDB Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by FDB stockholders or as otherwise provided herein, and each share of BIF Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by BIF stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the FDB Exchange Ratio and the BIF Exchange Ratio, respectively, set forth in Section 3.2(a).
Manner of Merger. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person, the Bank Stock shall be converted into the right to receive the Merger Consideration.
Manner of Merger. 14 Section 3.2 Adjustment of Per Share Purchase Price................................ 14 Section 3.3 Rights as Stockholders; Stock Transfers............................... 15 Section 3.4
Manner of Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), LBI and MNB shall be merged with and into Newco pursuant to the provisions of, and with the effect provided in the General Corporation Law of the State of Delaware, as amended (the "Delaware Code"), and Newco shall be the Resulting Corporation. After the Merger, Newco will change its name to "Landmark Bancshares, Inc." As a result of the Merger, each share of LBI Common Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares held by LBI stockholders or as otherwise provided herein, and each share of MNB Common Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares held by MNB stockholders or as otherwise provided herein, will be converted into the right to receive the number of shares of Newco Common Stock in accordance with the LBI Exchange Ratio and the MNB Exchange Ratio, respectively, as set forth in Section 3.1(a). Section 2.2
Manner of Merger. Subject to the terms and conditions of this Agreement, and on the Effective Date (as defined in Section 7.3), the Practice shall be merged with and into Survivor, which shall be the surviving corporation. The corporate existence of Survivor with all its purposes, powers and objects shall continue unaffected and unimpaired by the Merger, and as the surviving corporation, Survivor shall be governed by the laws of the State of Indiana and succeed to all rights, assets, liabilities and obligations of the Practice as set forth in the Indiana Business Corporation Law. The separate existence and corporate organization of the Practice shall cease upon the Effective Date of the Merger and thereafter Survivor shall continue to exist under the laws of the State of Indiana. The Survivor, without further act or deed, shall (i) have the purposes and shall possess all the rights, privileges, immunities, powers, franchises and authority, both public and private, and be subject to all the restrictions, disabilities, duties and liabilities of the Practice and Survivor (together, the “Constituent Corporations”), and neither the rights of creditors nor any liens upon the property of either of them shall be impaired by the Merger; (ii) be vested with all assets and property, real, personal and mixed, and every interest therein, wherever located, belonging to each of the Constituent Corporations; and (iii) be liable for all of the obligations and liabilities of each of the Constituent Corporations, including without limitation any and all federal, state and/or municipal taxes, which shall not revert or in any way be impaired by reason of the Merger. The Survivor will be specifically responsible for the payment of all fees and franchise taxes required by law to be paid by the Practice and the Survivor will be obligated to pay such fees and franchise taxes if the same are not timely paid.
Manner of Merger. At the Effective Time, Xxxx Hallitex shall be merged into Web Capital Group, which shall be the corporation that survives the Merger. The corporate existence of Web Capital Group with all its purposes, powers and objects shall continue unaffected and unimpaired by the Merger; and as the corporation surviving the Merger, Web Capital Group shall be governed by the laws of the State of Nevada.and shall succeed to all rights, assets, liabilities and obligations of Xxxx Hallitex, as provided in the business corporation laws of the State of Oklahoma. The separate existence and corporate organizations of Web Capital Group and Xxxx Hallitex shall cease at the Effective Time, and thereafter Web Capital Group shall continue as Web Capital Group under the laws of the State of Nevada under the new name of Web Capital Group, Inc., a Nevada corporation. All the property, real and personal and mixed, and all debts or other obligations due to Xxxx Hallitex, shall be transferred to and shall be vested in Web Capital Group, without further act or deed, as provided in the business laws of the States of Nevada and Oklahoma.
Manner of Merger. (a) By virtue of the Merger and without any action on the part of Acquiror, each share of Acquiror Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and shall thereafter represent one (1) share of stock of the Surviving Corporation.
