Common use of Merger Procedure Clause in Contracts

Merger Procedure. 4.4.1 Upon Effective Date, TRC shall be merged with and into Hartan in accordance with this Agreement. Upon the Effective Date, Hartan shall be the surviving corporation of the merger by and between TRC and Hartan. Upon the Effective Date, the separate existence and corporate organization of TRC shall cease, except insofar as it may be continued by statute. The identity, existence, powers, rights and immunities of Hartan shall continue unaffected. 4.4.2 On the Effective Date, the Articles of Incorporation and Bylaws of Hartan shall become the Articles of Incorporation and Bylaws of the surviving corporation and shall thereafter continue to be Hartan's Articles of Incorporation and Bylaws until changed as provided by law and in accordance with said documents. 4.4.3 The new directors and officers of Harvest (required pursuant to this Agreement) shall become the directors and officers of Hartan as of the Effective Date. 4.4.4 Except as otherwise provided herein, upon the Effective Date, Hartan shall be obligated to perform and/or pay all obligations and liabilities of TRC which obligations and liabilities Hartan expressly assumes and agrees to perform or pay, subject to the effectuation of the merger contemplated herein. Also, upon the Effective Date, Hartan will possess all property, real, personal and otherwise, owned by TRC (in addition to any such property owned by Hartan immediately prior to the Effective Date).

Merger Procedure. 4.4.1 Upon the Effective Date, TRC shall be merged with and into Hartan in accordance with this Agreement. Upon the Effective Date, Hartan shall be the surviving corporation of the merger by and between TRC and Hartan. Upon the Effective Date, the separate existence and corporate organization of TRC shall cease, except insofar as it may be continued by statute. The identity, existence, powers, rights and immunities of Hartan shall continue unaffected. 4.4.2 On the Effective Date, the Articles of Incorporation and Bylaws of Hartan shall become the Articles of Incorporation and Bylaws of the surviving corporation and shall thereafter continue to be Hartan's Articles of Incorporation and Bylaws until changed as provided by law and in accordance with said documents. 4.4.3 The new directors and officers of Harvest (required pursuant to this Agreement) shall become the directors and officers of Hartan as of the Effective Date. 4.4.4 Except as otherwise provided herein, upon the Effective Date, Hartan shall be obligated to perform and/or pay all obligations and liabilities of TRC which obligations and liabilities Hartan expressly assumes and agrees to perform or pay, subject to the effectuation of the merger contemplated herein. Also, upon the Effective Date, Hartan will possess all property, real, personal and otherwise, owned by TRC (in addition to any such property owned by Hartan immediately prior to the Effective Date).