Common use of Effect of Merger Clause in Contracts

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub shall cease, and the Surviving Entity shall thereupon and thereafter, to the extent consistent with its governing documents, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent Entities; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose in action, and each and every other interest of or belonging to or due to each of the Constituent Entities shall be taken and deemed to be transferred to and vested in the Surviving Entity without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent Entities; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities may be prosecuted as if the Merger had not taken place, or the Surviving Entity may be substituted in its place; and any judgment rendered against either of the Constituent Entities may be enforced against the Surviving Entity. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub Republic shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub FirstSpartan shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub First Liberty shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub FloridaFirst shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub UCB shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities immunities, and franchises, of a public as well as of a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each all and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, claim existing or action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From Upon and after the Effective TimeDate, the separate existence of Kxxxxxx shall cease and shall be merged into Acquisition, with Acquisition Sub shall cease, and as the “Surviving Entity shall thereupon and thereafter, to the extent consistent with its governing documents, possess Entity” possessing all of the rights, privileges, immunities and franchises, franchises of a public as well as or a private nature, nature of each of the Constituent Entitiesconstituent entities; and all property, real, personal and mixed, mixed and all debts due on whatever account, including subscriptions to shares and all other chose choses in action, and each all and every other interest of or belonging to or due to each of the Constituent Entities constituent entities shall be taken and deemed to be transferred to and vested in the Surviving Entity without further act or deed; and the title to any real estate or any interest therein therein, vested in either any of the Constituent Entities constituent entities shall not revert to or be in any way impaired by reason of the MergerMerger contemplated herein. The Surviving Entity shall thenceforth shall, after the Effective Date, be responsible for all the liabilities, liabilities and obligations and penalties of each of the Constituent Entities; constituent entities (but without prejudice to the rights of Acquisition and ELC arising due to a breach by Kxxxxxx or the Stockholder of a representation, warranty or covenant contained in this Agreement), and any claimclaim existing, existing or action or proceeding, civil or criminal, proceeding pending by or against either any of the Constituent Entities such constituent entities may be prosecuted or defended by the Surviving Entity as if the such Merger had not taken place, or the Surviving Entity may be substituted in its place; and any judgment rendered against either of the Constituent Entities may be enforced against the Surviving Entity. Neither the rights of creditors nor any liens upon the property of either any of the Constituent Entities constituent entities shall be impaired by reason of the MergerMerger contemplated herein.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub Matewan shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub Life shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities immunities, and franchises, of a public as well as of a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each all and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, claim existing or action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub First Citizens shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub One Valley shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub the Merging Partnerships shall cease, and the Surviving Entity Partnership shall thereupon and thereafter, to the extent consistent with its governing documentsCertificate of Limited Partnership, possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of the Constituent EntitiesPartnerships; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each all and every other interest interest, of or belonging to or due to each of the Constituent Entities Partnerships shall be taken and deemed to be transferred to and vested vest in the Surviving Entity Partnership without further act or deeddeed and without any transfer or assignment having occurred; and the title to any real estate property or any interest therein therein, vested in either any of the Constituent Entities Partnerships shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Partnership shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Constituent EntitiesPartnerships; and any claim, claim existing or action or proceeding, civil or criminal, pending by or against either any of the Constituent Entities Partnerships may be prosecuted as if the Merger had not taken place, or the Surviving Entity Partnership may be substituted in its place; and any judgment rendered against either any of the Constituent Entities Partnerships may be enforced against the Surviving EntityPartnership. Neither the rights of creditors nor any liens upon the property of either any of the Constituent Entities Partnerships shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsCertificate of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub BankFirst shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub Virginia Capital shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub First Virginia shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.

Effect of Merger. From and after the Effective Time, the separate existence of Acquisition Sub Interim shall cease, and the Surviving Entity Corporation shall thereupon and thereafter, to the extent consistent with its governing documentsArticles of Incorporation, possess all of the rights, privileges, immunities and franchises, of a public as well as a private nature, of each of the Constituent EntitiesCorporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other chose choses in action, and each and every other interest of or belonging to or due to each of the Constituent Entities Corporations shall be taken and deemed to be transferred to and vested in the Surviving Entity Corporation without further act or deed; and the title to any real estate or any interest therein vested in either of the Constituent Entities Corporations shall not revert or be in any way impaired by reason of the Merger. The Surviving Entity Corporation shall thenceforth be responsible for all the liabilities, obligations and penalties of each of the Constituent EntitiesCorporations; and any claim, existing action or proceeding, civil or criminal, pending by or against either of the Constituent Entities Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Entity Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Entities Corporations may be enforced against the Surviving EntityCorporation. Neither the rights of creditors nor any liens upon the property of either of the Constituent Entities Corporations shall be impaired by reason of the Merger.