MERGER AND REORGANIZATION. 1.1 Subject to the conditions hereinafter set forth, New Bank shall be merged into First Federal under the Charter of First Federal at the Effective Date (as defined in Article XI hereof) of the merger (the "Merger"). The Merger shall be effected pursuant to the provisions of, and with the effect provided in, the applicable provisions of the laws of the United States of America and the Rules and Regulations of the Office of Thrift Supervision.
MERGER AND REORGANIZATION. 1. The employer will take into account the social consequences of a merger, the winding-up of the firm or a division, and/or a major reorganization of the workforce, when taking a decision in this connection.
MERGER AND REORGANIZATION. 1.1 Subject to the conditions hereinafter set forth, ITLA Corp. shall be merged into Imperial under the Articles of Incorporation of Imperial at the Effective Date (as defined in Article XI hereof) of the merger (the "Merger"). The Merger shall be effected pursuant to the provisions of, and with the effect provided in, the applicable provisions of the laws of the State of California and the federal laws of the United States and the requirements of the California Department of Corporations ("DOC") and the Federal Deposit Insurance Corporation (the "FDIC").
MERGER AND REORGANIZATION. This Agreement shall not be terminated by the voluntary dissolution of Employer, or merger, or consolidation of Employer whereby Employer is not the surviving or resulting owner, or upon any transfer of substantially all of the assets of Employer. In the event of any such merger or consolidation or transfer of assets, the provisions of this Agreement shall inure to the benefit of and be binding upon the surviving or resulting entity.
MERGER AND REORGANIZATION. On the Effective Date (as defined below), Hawk Holding will be merged with and into Hawk Corp. (the "Merger"), in accordance with the terms of this Agreement and the provisions of section 251 of the Delaware General Corporation Law, as amended, in a transaction qualifying as a reorganization within the meaning of section 368(a)(1)(A) of the Internal Revenue Code, as amended. Subject to Section 1(b) below, the Merger will be completed by filing a copy of this Agreement with the Secretary of State of Delaware.
MERGER AND REORGANIZATION. 2 1.1. MERGER..........................................................................2 1.2. SHAREHOLDER APPROVALS...........................................................2 1.3. CLOSING.........................................................................2
MERGER AND REORGANIZATION. 9 Section 2.1 Merger............................................................ 9 Section 2.2
MERGER AND REORGANIZATION. 1.1 On the Closing Date, as defined in this Agreement, a merger shall take place ("the Merger") whereby Subsidiary shall be merged with and into Attest, and Attest shall be the Surviving Corporation. (The term "Surviving Corporation" appearing in this Agreement denotes Attest after consummation of the Merger.) Attest's corporate name, existence, and all its purposes, powers, and objectives shall continue unaffected and unimpaired by the Merger, and as the Surviving Corporation it shall be governed by the laws of the State of California and succeed to all of Subsidiary's rights, assets, liabilities, and obligations in accordance with the California General Corporation Law.
MERGER AND REORGANIZATION. Notwithstanding anything contained in Article 10 to the contrary, if any merger, consolidation, acquisition of assets, or reorganization by Tenant results in the creation of a successor entity (the "Successor Entity"), Tenant shall have the right to assign this Lease to the Successor Entity and Landlord's consent to said assignment shall not be withheld if the Successor Entity has a net worth (determined according to generally accepted accounting principles) as of the Transfer Date which is equal to or greater than the net worth of Tenant as of the Transfer Date; provided, however, Landlord agrees to treat all such information as confidential and agrees to abide by all SEC xxxxxxx xxxxxxx rules and restrictions. Not less than thirty (30) calendar days prior to the Transfer Date, Tenant shall deliver to Landlord a written notice which shall set forth the name, address and business of the Successor Entity and all of the specific financial information required for Landlord to determine the net worth of both the Successor Entity and Tenant as of the Transfer Date. If the net worth of the Successor Entity complies with the requirements of this Section 10.4, Landlord shall promptly consent to the proposed Transfer and Tenant shall be free to assign the Lease to the Successor Entity, subject to the conditions specified in Subsections 10.2(a)(b) and (c).
MERGER AND REORGANIZATION. On the Effective Date (as defined below), CRL will be merged with and into Ceres (the "Merger"), in accordance with the terms of this Agreement, the provisions of Section 253 of the Delaware General Corporation Law, as amended (the "DGCL"), and the provisions of Section 1701.79 of the Ohio General Corporation Law, as amended (the "OGCL"), in a transaction qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Subject to Section 1(b) below, the Merger will be completed by filing a certificate of merger in the form attached hereto as EXHIBIT A with the Secretary of State of Ohio and a certificate of ownership and merger in the form attached hereto as EXHIBIT B with the Secretary of State of Delaware. (b)
