REORGANIZATION AND MERGER. 1.1. First National shall be merged into Interim Bank under the Articles of Association and Charter of Interim Bank at the Effective Date. Interim Bank will be the "receiving association" as that term is used in Section 215a of Title 12 of the United States Code and is herein called the "Surviving Bank" whenever reference is made to it as of the Effective Date or thereafter. The business of Interim Bank shall be that of a national banking association and shall be conducted by Interim Bank at its main office which shall be located at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, and at its legally established branches.
REORGANIZATION AND MERGER. The Company has delivered to the Purchaser true, complete and correct copies of the Reorganization and Merger Agreement together with all amendments and modifications thereto. Such documents (including the schedules and exhibits thereto) comprise a full and complete copy of all agreements between the parties thereto with respect to the subject matter thereof and all transactions related thereto, and there are no agreements or understandings, oral or written, or side agreements not contained therein that modify the substance thereof.
REORGANIZATION AND MERGER. 5 2.01. The Merger..........................................................5 2.02. Closing.............................................................6 2.03.
REORGANIZATION AND MERGER. Upon the terms and subject to the conditions of this Agreement, the Merger Agreement, the Steelton Plan of Liquidation, and the Mechanics Merger, the Reorganization is to be accomplished in the manner described herein.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that Merger Sub and TFP shall execute and file the Articles of Merger in substantially the form attached hereto as EXHIBIT A with the South Carolina Secretary of State, whereupon Merger Sub shall be merged with and into TFP and TFP shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Printrak. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of- interests method.
REORGANIZATION AND MERGER. REORGANIZATION CLOSING ----------------------
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and Telecom shall execute and file the Certificate of Merger in substantially the form attached hereto as Exhibit A with the Georgia Secretary of State and the Delaware Secretary of State, whereupon Telecom shall be merged with and into Merger Sub and Merger Sub shall be the surviving corporation in such merger. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(2)(D) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of-interests method.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and CSI shall execute and file the Articles of Merger in substantially the form attached hereto as Exhibit A with the Oregon Secretary of State, whereupon Merger Sub shall be merged with and into CSI and CSI shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Platinum. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of-interests method.
REORGANIZATION AND MERGER. Upon the terms and subject to the conditions of this Agreement, the Merger Agreement, the First Harrisburg Plan of Liquidation, and the First Federal Merger, the Reorganization is to be accomplished in the manner described herein.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and Opmaxx shall execute and file the Certificate of Merger in substantially the form attached hereto as EXHIBIT B with the Delaware Secretary of State, whereupon Opmaxx shall be merged with and into Merger Sub and Merger Sub shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Fluence. The parties intend that the Merger shall be accounted for using the purchase method of accounting.
