The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into Parent Bank (the “Surviving Bank”). Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after the Company’s shareholders have adopted this Agreement), change the method of effecting the Merger and/or the Bank Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the Company.
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent and the separate corporate existence of the Company shall cease. Parent shall be the Surviving Corporation in the Merger, and shall continue to exist as a Delaware corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger.
The Combination. Subject to and upon the terms and --------------- conditions of this Agreement and the applicable provisions of the California General Corporation Law ("California Law"), Sub shall be merged with and into -------------- Wood, the separate corporate existence of Sub shall cease and Wood shall continue as the surviving corporation. Wood as the surviving corporation of that merger after the Combination is hereinafter sometimes referred to as the "Surviving Corporation." iPrint as the owner of all of the outstanding capital --------------------- stock of the Surviving Corporation after the Combination is hereinafter sometimes referred to as the "Parent Corporation." The Combination shall become ------------------ effective (the time of such effectiveness is referred to herein as the "Effective Time") upon the filing of an Agreement of Merger, along with -------------- certificates of officers of the Constituent Corporations, in substantially the form attached hereto as Exhibit F (the "Agreement of Merger") with the Secretary ------------------ of State of California. Sub and Wood are sometimes referred to herein as "Constituent Corporations." ------------------------
The Combination. At the Effective Time, the Company shall merge with and into Parent, the separate corporate existence of the Company shall cease and Parent shall survive and continue to exist as a Washington corporation. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after the Company’s shareholders have approved the principal terms of the Merger) change the method of effecting the acquisition of the Company and the Company Subsidiaries (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company or any Company Subsidiary with Parent or any of its existing Subsidiaries, but rather with a merger subsidiary of Parent) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to holders of Company Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the Company.
The Combination. Subject and pursuant to the terms and conditions provided herein, the Combination shall be effected upon the consummation of the Share Exchange and the LLC Exchange, which shall be accomplished in the manner and with the effects set forth below:
The Combination. The Combination has been duly and validly --------------- authorized by the Company and all the necessary governmental filings, consents and approvals required to be obtained or made in connection therewith have been obtained or made, and all such approvals and consents are in full force and effect; and the Combination will be effected in compliance with all applicable state and federal laws and regulations and will be consummated prior to or at the Closing Time.
The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company with all its properties, rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Napa shall merge with and into Bank (the “Merger”) and the separate corporate existence of Napa shall cease. Bank shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Bank”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after Napa’s shareholders have adopted this Agreement), change the method of effecting the Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge Napa into Bank, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Napa Common Stock, (ii) adversely affect the Tax treatment of Napa’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of Napa.
The Combination. On the Closing Date, the transactions set forth in this Article III (other than Section 3.1(a), which may precede the Closing Date) shall occur in the exact sequence as is set forth below. For the avoidance of doubt, the parties intend that none of the transactions contemplated in this Article III will be effected unless all of such transactions are effected on (or, in the case of the transaction contemplated by Section 3.1(a), prior to) the Closing Date.
The Combination. (a) Upon the terms and subject to the conditions set forth in this Combination and Investment Agreement, the following transactions shall be consummated as soon as practicable following the consummation of the AMHC Demutualization, and such transactions shall be effective as of the Combination Effective Time (as defined in Section 3.3):
