The Reincorporation Merger. Subject to the terms and conditions of this Agreement, in accordance with the General Corporation Law of Delaware (the “DGCL”) and the VSCA, at the Reincorporation Effective Time, the Company shall merge with and into Company Virginia Sub. Company Virginia Sub shall be the surviving corporation (the “Surviving Corporation”) in the Reincorporation Merger and shall continue its corporate existence under the laws of the Commonwealth of Virginia. Upon consummation of the Reincorporation Merger, the separate corporate existence of the Company shall terminate.
Appears in 4 contracts
Samples: Transaction Agreement (Compass Bancshares Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
The Reincorporation Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the General Corporation Pennsylvania Law of Delaware (the “DGCL”) and the VSCA, at the Reincorporation Effective Time, the Company shall merge with and into Company Virginia Sub. Company Virginia Sub shall be the surviving corporation (the “Surviving Corporation”) in the Reincorporation Merger and shall continue its corporate existence under the laws of the Commonwealth of Virginia. Upon consummation of the Reincorporation Merger, the separate corporate existence of the Company shall terminate.
Appears in 2 contracts
Samples: Transaction Agreement (Sovereign Bancorp Inc), Shareholder Agreement (Banco Santander, S.A.)
The Reincorporation Merger. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the General Corporation Law of Delaware (the “DGCL”) DGCL and the VSCA, the Company shall be merged with and into Company Virginia Sub at the Reincorporation Effective Time. As a result of the Reincorporation Merger, the separate corporate existence of the Company shall merge with cease and into Company Virginia Sub. Company Virginia Sub shall be continue as the surviving corporation (the “Surviving Corporation”) in of the Reincorporation Merger and shall continue its corporate existence under the laws of the Commonwealth of Virginia. Upon consummation of the Reincorporation Merger, the separate corporate existence of the Company shall terminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talecris Biotherapeutics Holdings Corp.)
