The Reincorporation Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), the Company shall be merged with and into NewCo whereupon the separate existence of the Company shall cease. NewCo shall be the surviving corporation (the “Surviving Corporation”) in the Reincorporation Merger and shall continue to be a corporation formed under the laws of the State of Nevada. The Reincorporation Merger shall have the effects specified in the General Corporation Law of the State of Delaware, as amended (the “DGCL”) and the Nevada Revised Statutes, as amended (the “NRS”), and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
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Samples: Agreement and Plan of Merger (BioRestorative Therapies, Inc.), Agreement and Plan of Merger (FG Group Holdings Inc.), Agreement and Plan of Merger (FG Financial Group, Inc.)
The Reincorporation Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), the Company shall be merged with and into NewCo Newco whereupon the separate existence of the Company shall cease. NewCo Newco shall be the surviving corporation (sometimes hereinafter referred to as the “"Surviving Corporation”") in the Reincorporation Merger and shall continue to be a corporation formed under governed by the laws of the State of Nevada. The Reincorporation Merger shall have the effects specified in the General Corporation Law of the State of Delaware, as amended (the “"DGCL”") and in the Chapter 78 of the Nevada Revised Statutes, as amended (the “"NRS”"), and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Air Industries Group, Inc.), Agreement and Plan of Merger (Air Industries Group, Inc.)
The Reincorporation Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2), the Company shall be merged with and into NewCo Adamant whereupon the separate existence of the Company shall cease. NewCo Adamant shall be the surviving corporation (sometimes hereinafter referred to as the “"Surviving Corporation”") in the Reincorporation Merger and shall continue to be a corporation formed under governed by the laws of the State of Nevada. The Reincorporation Merger shall have the effects specified in the General Corporation Law of the State of Delaware, as amended (the “"DGCL”") and in the Chapter 78 of the Nevada Revised Statutes, as amended (the “"NRS”"), and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
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