The Combination Sample Clauses

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. 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 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, at the Effective Time, Merger Subsidiary shall consummate the Merger with the Company and the separate corporate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger, and shall continue to exist as a California state-chartered bank (sometimes hereinafter referred to as the “Surviving Bank”) with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company will be merged with and into Pacific Western National Bank, a national banking association, all of the outstanding capital stock of which is directly owned by Parent, or another wholly-owned direct Subsidiary of Parent. 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 combination of Merger Subsidiary with the Company (including, without limitation, the provisions of this Article II ) 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 paid to holders of Company Common Stock as provided for in this Agreement, (ii) prevent, materially impede or materially delay consummation of the Merger or the other transactions contemplated by this Agreement or (iii) otherwise be prejudicial to the interests of the shareholders of the Company.(b) Articles of Incorporation and By-Laws. The articles of incorporation and by-laws of the Surviving Bank immediately after the Effective Time shall be those of the Company as in effect immediately prior to the Effective Time.(c) Directors and Officers of Parent. The directors and officers of the Surviving Bank immediately after the Effective Time shall be the directors and officers of Merger Subsidiary immediately prior to the Effective Time, until such time as their successors shall be duly elected and qualified.(d) Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in CCC §1107, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Merger Subsidiary shall vest in...
The Combination. At the Effective Time, SB shall merge with and into EWB, pursuant to CFC Section 4881, the separate existence of SB as a federal savings association shall cease, and EWB shall survive and continue to exist as a California state-chartered bank (EWB, as the surviving bank in the Merger, sometimes being referred to herein as the “Surviving Bank”). EWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after SB’s shareholders have approved this Agreement), change the method of effecting the combination of EWB with SB (including, without limitation, the provisions of this Article II) 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 the holders of SB Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of SB’s shareholders as a result of receiving the Merger Consideration, (iii) impede or unreasonably delay consummation of the transactions contemplated by this Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of SB.
The Combination. The Company will (i) perform or satisfy all conditions on its part to be performed or satisfied pursuant to the Combination Agreements and to take any action necessary or required pursuant thereto in order to consummate the Combination prior to or at the Closing Time and (ii) obtain all applicable authorizations and approvals and make all filings required under the Combination Agreements in connection with the Combination. The Company will promptly notify the Lead Managers of the occurrence of any event which may result in the non- consummation of the Combination prior to or at the Closing Time.
The Combination. With respect to the Combination, at Closing Time, (i) the Combination Agreements shall have been duly executed and delivered by each of the Company, Merkert and Rogers, and shall be in full force and effect and none of the parties thereto shall be in default thereunder, (ii) each condition to the respective obligations of the Company, Merkert and Rogers set forth in Section 8 of each of the Combination Agreements shall have been satisfied, without waiver or modification, except as may be approved by the Lead Managers, (iii) each of the representations and warranties of the Company contained in Section 2 of the Combination Agreements shall be true and correct with the same force and effect as though expressly made at and as Closing Time to the extent set forth in Section 8.2(b) of each of the Combination Agreements, (iv) the U.S. Representatives shall have received assurances reasonably satisfactory to it that all documents required to be filed in order to effectuate the consummation of each Combination shall have been approved for filing by the appropriate state and federal authorities and that all such Combination documents shall have been duly filed prior to this Agreement and (v) the Lead Managers shall have received opinions, from counsel for the Company and counsel for each of Merkert and Rogers, each substantially in the form of Exhibit F to the Combination Agreements, to the effect that each Combination (a) has become effective, (b) was consummated in accordance with the provisions of the respective Combination Agreement and applicable state and federal laws and (c) has been duly authorized by the Company, and by each of Merkert and Rogers, respectively, and their respective stockholders.
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):