TERMS AND EFFECT OF MERGER Clause Samples

TERMS AND EFFECT OF MERGER a. On the Effective Date, upon consummation of the Merger, Cartesian and the Corporation will cease to exist separately, and Cartesian shall be merged with and into the Corporation in accordance with the provisions of this Certificate and in accordance with the provisions of the Acts. b. On the Effective Date, upon consummation of the Merger, all of the existing shares of Cartesian’s capital stock shall be surrendered and, shall, by virtue of the Merger and without any action on the part of the shareholders of Cartesian, be converted into and shall represent the right to receive shares of common stock of Genomic Solutions Inc. and cash, as more particularly described in that Agreement and Plan of Merger, dated as of September 6, 2001, between Genomic Solutions Inc., the Corporation, Cartesian, and certain shareholders of Cartesian (the “Plan of Merger”). All of the outstanding shares of the capital stock of Cartesian will be canceled.
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TERMS AND EFFECT OF MERGER a. At the Effective Time, B.I. and Genomic shall cease to exist separately, and B.I. shall be merged with and into Genomic in accordance with the provisions of this Agreement and in accordance with the provisions of and with the effect provided in the Delaware Act. b. At the Effective Time, upon consummation of the Merger, each holder of common stock of B.I. shall receive one share of common stock of Genomic for each share of common stock of B.I., each holder of B.I. Series B Preferred shall receive one share of Genomic's Series B Preferred for each share of B.I. Series B Preferred, and each holder of B.I. Series M Preferred shall receive one share of Genomic Series M Preferred for each share of B.I. Series M Preferred. Each of the outstanding shares of the capital stock of B.I. automatically will be canceled and will cease to exist without any payment being made or due in respect thereof. c. At the Effective Time, upon consummation of the Merger, all obligations of B.I. to holders of stock options awarded pursuant to the B.I. Systems Corporation 1994 Omnibus Equity Incentive Plan shall be binding on Genomic. Stock options to purchase shares of common stock of B.I. will be converted into options to purchase an equal number of shares of common stock of Genomic.
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TERMS AND EFFECT OF MERGER a. At the Effective Date, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall be merged with and into the Corporation, and the Corporation shall survive the Merger, all in accordance with the terms of this Agreement and the provisions of the Delaware Act and the Michigan Act (the "Merger"). As soon as practicable after the shareholders of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the Corporation shall have approved the Merger in accordance with the terms of this Agreement, an appropriate Certificate of Merger shall be executed by each party hereto and delivered for filing with each of the Delaware Secretary of State and the Department of Consumer and Industry Services of the State of Michigan. b. The Merger shall become effective at such time as the Certificates of Merger are duly filed with the Department of Consumer and Industry Services of the State of Michigan and the Secretary of State of Delaware, as applicable, or at such other time as is permissible in accordance with the Delaware Act and the Michigan Act and the parties shall agree and as set forth in the Certificates of Merger (the "Effective Date"). c. The Merger shall have the effects set forth in each of the Delaware Act and the Michigan Act. Without limiting the generality of the foregoing, at and after the Effective Date, the Surviving Corporation that shall possess all of the rights, privileges, immunities and franchises of a public and private nature of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; all assets and liabilities of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (including, without limitation, the liabilities of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to each of Landmark Communications, Inc., American National Bank and Trust Company of Chicago and Midwest Guaranty Bank under the respective agreements between ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and such creditors) shall become assets and liabilities of the Surviving Corporation; and any and all property, real, personal and mixed, and any and all debts owing to ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ on whatever account, and all other choses in action, and all and every other interest (including, without limitation, all contract rights) of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real property, or any interest therein, vested in any of such corporations shall not prevent or be in any way impaired by reason of the Merger. d. In connection with the assignment to and assumption by the Surviving Corporation of any agreements of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ relating to the capital stock of ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, the parties agree that any provis...
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TERMS AND EFFECT OF MERGER. 1.1. Merger — Upon the Effective Date (as defined in Section 2.2), the Acquired Corporation will be merged into the Acquiring Corporation, all shares of the Acquired Corporation Common Stock shall be exchanged for shares of EVE and cancelled as provided in Section 1.2 and the Acquiring Corporation will be the surviving corporation on the terms and conditions of this Agreement and in accordance with Section 10-1103 of the Arizona Corporation Act (the “Merger”). The Acquiring Corporation shall continue to exist under and be governed by the Arizona Corporation Act. The Acquiring Corporation shall possess all the assets, rights, privileges, powers and franchises and shall be subject to all the restrictions, obligations, liabilities, disabilities and duties of the Acquired Corporation. Any claim existing or action or proceeding pending by or against the Acquired Corporation may be prosecuted by or against the Acquiring Corporation. Neither the rights of creditors of the Acquired Corporation nor any liens upon the property of the Acquired Corporation shall be impaired by the Merger.
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TERMS AND EFFECT OF MERGER. Section 1.1 The Merger; Name of Surviving Corporation. Labtec and Newco ----------------------------------------- are the constituent corporations as contemplated by the Delaware General Corporation Law (the "DGCL"). At the Effective Time and pursuant to the DGCL, ---- (a) Newco shall be merged with and into Labtec and the separate existence of Newco, except to the extent continued by law, shall cease, and (b) Labtec shall be the "surviving corporation" and shall continue its corporate existence under the DGCL under the name "Labtec Corporation" (the "Surviving Corporation"). ---------------------
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TERMS AND EFFECT OF MERGER. 2 1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2
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Related to TERMS AND EFFECT OF MERGER

  • Effect of Merger (a) At the effective time of the certificate of merger: (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity; (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation; (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

  • Terms of Merger 10 3.1. Charter.....................................................................10 3.2. Bylaws......................................................................10 3.3.

  • Transactions and Terms of Merger 1 1.1 Merger...............................................................1 1.2 Time and Place of Closing............................................1 1.3

  • Revocation and Effect of Consents Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

  • Effects of Merger The Merger shall have the effects provided in this Agreement and as set forth in the DGCL.