Transfer of Property and Liabilities. From and after the Amalgamation Date, the Parties shall be amalgamated and shall continue as one corporation without share capital, and the Amalgamated Corporation shall possess all of the property, rights, privileges, assets and franchises and shall be subject to all of the liabilities, contracts, disabilities and debts of each of the Parties.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Section 11 hereof) of the merger, the separate existence of Subsidiary shall cease; all of the outstanding shares of stock of LCS shall be exchanged for and converted into shares of stock of Holding Company, as hereinafter provided; and upon the filing of a Certificate of Merger filed with the Secretary of State of Delaware, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes, and all the property, real and personal, causes of action and every other asset of Subsidiary, and shall assume and be liable for all the liabilities, obligations and penalties of Subsidiary, in accordance with Section 251 of the General Corporation Law of the State of Delaware.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 3 hereof) of the merger, the separate existence of Casinos International shall cease; all of the outstanding shares of stock of Casinos International shall be exchanged for and converted into shares of the common stock of Riviera as hereinafter provided; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, Riviera shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of Casinos International and shall assume and be liable for all the liabilities, obligations and penalties of Casinos International, in accordance with Florida law.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 4 hereof) of the merger, the separate existence of Acquiree shall cease; all of the outstanding shares of stock of Acquiree shall be exchanged for and converted into the Outdoor Shares; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, Outdoor shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of Acquiree and shall assume and be liable for all the liabilities, obligations and penalties of Acquiree, in accordance with Florida law.
Transfer of Property and Liabilities. Upon the Effective Date ------------------------------------ (as defined in Section 1.1 hereof) of the merger, the separate corporate ----------- existence of Target shall cease; all of the outstanding shares of stock of Target shall be exchanged for and converted into shares of stock of Parent, as hereinafter provided. Upon the filing of this Agreement, certified as to the requisite stockholder approval, with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Washington, the Subsidiary of the Surviving Corporation shall possess all the rights, privileges, immunities, powers, and purposes, and all the property, real and personal, causes of action, and every other asset of Target and shall assume and be liable for all the liabilities, obligations, and penalties of Target, in accordance with RCW 23B.11.060 of the Business Corporation Law of the State of Washington and Section 9 of the General Corporation Law of the State of Delaware.
Transfer of Property and Liabilities. Upon the Effective Date (as defined below) of the Merger, the separate existence of the Subsidiary shall cease; all of the outstanding shares of Xxxxx Capital Stock shall be exchanged for and converted into shares of LCNB Common Stock, as hereinafter provided; and upon the filing of the appropriate Certificate of Merger with the Secretary of State of Ohio, Xxxxx as the Surviving Corporation (the "Surviving Corporation") shall possess all of the rights, privileges, immunities, powers and purposes, and all of the property, real and personal, causes of action and every other asset of the Subsidiary, and shall assume and be liable for all of the liabilities, obligations and penalties of the Subsidiary, in accordance with the Ohio General Corporation Law ("OGCL").
Transfer of Property and Liabilities. At and after the Effective Time: The Surviving Corporation shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers, and franchises, both public and private, all of the property, real, personal, and mixed, of the Company and Surviving Corporation; all debts due to the Company shall be vested in the Surviving Corporation; all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the parties to the Merger shall be as effectively the property of the Surviving Corporation as they were of the respective parties to the Merger; the title to any real estate vested by deed or otherwise in the Company shall not revert or be in any way impaired by reason of the Merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the parties to the Merger shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Time of the Merger; and all debts, liabilities, and duties of the respective parties to the Merger shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities, and duties had been incurred or contracted by it.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 3 hereof) of the merger, the separate existence of VHS Network Canada shall cease; all of the outstanding shares of stock of VHS Network Canada shall be exchanged for and converted into shares of the common stock of VHS Network and a promissory note issued by VHS Acquisition, as hereinafter provided; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, VHS Acquisition shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of VHS Network Canada and shall assume and be liable for all the liabilities, obligations and penalties of VHS Network Canada, in accordance with Florida law.
Transfer of Property and Liabilities. (a) On the day that Completion is intended to occur and immediately before Completion, and by virtue of section 413(2) of the Corporations Act:
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 4 hereof) of the merger, the separate existence of Acquiree shall cease; all of the outstanding shares of stock of Acquiree shall be exchanged for and converted into shares of the
