Common use of Surviving Corporation Clause in Contracts

Surviving Corporation. PISC-DE shall survive the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon the Effective Date. As of the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies shall be as effectively the property of the Surviving Corporation as they were previously of the respective Company; the title to any real estate vested by deed or otherwise in either of the Companies 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 Companies shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of the respective Companies 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; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Appears in 14 contracts

Samples: Plan and Agreement of Merger (Kenmar Global Trust), Plan and Agreement of Merger (Diversified Futures Fund L.P.), Plan and Agreement of Merger (World Monitor Trust III - Series J)

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Surviving Corporation. PISC-DE shall survive the merger contemplated herein (the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT shall cease forthwith upon At the Effective Date. As of Time, the Effective Date, PISC-DE Surviving Corporation shall succeed to thereupon and possess, without further act or deed, thereafter possess all of the estate, rights, privileges, immunities, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations, and privatebe subject to all the duties, liabilities and obligations of each of the Constituent Corporations, and all the rights, privileges, immunities powers and franchises of each of the propertyConstituent Corporations, and all property real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies Constituent Corporations on whatever account account, including subscriptions to shares, and all other choses in action and every other interest of or belonging to or due to each of the Constituent Corporations shall be vested vest in the Surviving Corporation; and all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, property rights, privileges, immunities, powers and franchises and every other interest of either of the Companies shall be as effectively thereafter the property of the Surviving Corporation as they were previously of the respective CompanyConstituent Corporations; and the title to any real estate or any interest therein, vested by deed or otherwise in either of the Companies Constituent Corporations shall not revert to or be in any way impaired by reason of the merger, Merger; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; and all debts, duties, liabilities and duties obligations of either of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such said debts, duties, liabilities and duties obligations had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ennis Business Forms Inc), Exhibit 2 Agreement and Plan of Merger (Northstar Computer Forms Inc/Mn)

Surviving Corporation. PISC-DE shall survive When the merger contemplated herein (Merger becomes effective, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT NAC shall cease forthwith upon cease, NAC shall be merged into Nouveau, and the Effective Date. As of Surviving Corporation shall possess all the Effective Date, PISC-DE shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers powers, and franchisesfranchises as well of a public as of a private nature, both public and privateshall be subject to all the restrictions, disabilities, and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers, and franchises of each of the Constituent Corporations, and all of the property, real, personal personal, and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies Constituent Corporations on whatever account account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers powers, and franchises franchises, and all and every other interest of either of the Companies shall be thereafter as effectively effectually the property of the Surviving Corporation as they were previously of the several and respective CompanyConstituent Corporations; and the title to any real estate vested by deed or otherwise otherwise, under the laws of the State of Delaware, the Commonwealth of Pennsylvania, or any other jurisdiction, in either of the Companies Constituent Corporations, shall not revert or be in any way impaired by reason of the merger, Merger; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either of the Companies Constituent Corporations 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 liabilities, and duties of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nouveau International Inc)

Surviving Corporation. PISC-DE Upon the terms and subject to the conditions hereof, on the Effective Date (as defined in Section 1.06 hereof), ISP shall survive be merged with and into ISP Holdings in accordance with the merger contemplated herein applicable provisions of the DGCL and the separate corporate existence of ISP shall thereupon cease, and ISP Holdings, as the surviving corporation in the Merger (hereinafter referred to for periods on and after the Effective Date as the "Surviving Corporation”) and "), shall continue to be governed by its corporate existence under the laws of the State of DelawareDelaware under the name "International Specialty Products Inc." The Merger shall have the effects set forth in the DGCL. The separate corporate existence Without limiting the generality of PISC-CT shall cease forthwith upon the Effective Date. As foregoing, and subject to the provisions of the DGCL and the terms of the documents evidencing the Transfer, at the Effective Date, PISC-DE shall succeed all property, real, personal and mixed, and all debts due to and possess, without further act or deed, all any of the estateConstituent Corporations on whatever account, or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CT; all debts due to either of the Companies on whatever account shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies interest, shall be as effectively thereafter the property of the Surviving Corporation as they were previously of the respective Company; Constituent Corporations, and the title to any real estate vested by deed or otherwise in either otherwise, under the laws of the Companies State of Delaware, in any of the Constituent Corporations, shall not revert or be in any way impaired by reason of the merger, DGCL; but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either any of the Companies Constituent Corporations shall be preserved unimpaired, limited in lien and, subject to the property affected by such lien at the effective time terms of the merger; documents evidencing the Transfer, all debts, liabilities and duties of the respective Companies Constituent Corporations shall thenceforth attach to the Surviving Corporation Corporation, and may be enforced against it to the same extent as if such said debts, liabilities and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies against all such debts, liabilities and duties and against all claims and demands arising out of the merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Isp Holdings Inc)

Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI Three shall cease forthwith upon and MPI shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, possess --------------------- without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI Three shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI Three 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 Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities liabilities, and duties of each of the respective Companies parties hereto shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act and the Florida Act. The Surviving Corporation shall continue to be governed by the laws of the State of Florida.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meadows Preservation Inc)

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Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI Two shall cease forthwith upon and MPI Three shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, --------------------- possess without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI Two shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI Two 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 Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities liabilities, and duties of either of the respective Companies parties shall thenceforth attach to be vested in the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and or duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act. The Surviving Corporation shall continue to be governed by the laws of the State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meadows Preservation Inc)

Surviving Corporation. PISC-DE shall survive Following the merger contemplated herein (Merger, the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware. The separate corporate existence of PISC-CT MPI shall cease forthwith upon and MPI Two shall continue as the Effective Date. As of surviving corporation (the Effective Date, PISC-DE "Surviving Corporation") and shall succeed to and possess, possess --------------------- without further act or deed, all of the estate, rights, privileges, powers privileges and franchisespowers, both public and private, and all of the property, real, personal and mixed, of each of PISC-DE and PISC-CTthe parties hereto; all debts due to either of the Companies on whatever account MPI shall be vested in the Surviving Corporation; all shares of stock owned by either of the Companies shall be deemed held by the Surviving Corporation, all claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the Companies parties hereto shall be as effectively the property of the Surviving Corporation as they were previously of the respective Companyparties hereto; the title to any real estate vested by deed or otherwise in either of the Companies MPI 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 Companies parties hereto shall be preserved reserved unimpaired, limited in lien to the property affected by such lien at the effective time of the merger; all debts, liabilities and duties of either of the respective Companies parties shall thenceforth attach to be vested in the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and or duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Companies parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the merger, all in accordance with the Delaware Act and the Florida Act. The Surviving Corporation shall continue to be governed by the laws of the State of Delaware.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meadows Preservation Inc)

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