The Merger Closing Effective Time. 9 2.1 The Merger. 9 2.2 Closing. 9
The Merger Closing Effective Time. (a) Subject to the terms and conditions of this Agreement and in accordance with the applicable laws of the Commonwealth of Pennsylvania, at the Effective Time (as defined in Section 1.1(c)), Interim Bank shall be merged with and into Bank and the separate corporate existence of Interim Bank shall thereupon cease. Bank shall be the surviving bank in the Merger (sometimes hereinafter referred to as the "Surviving Bank") and shall continue to be governed by the laws of the Commonwealth of Pennsylvania and shall continue to be a Pennsylvania state chartered commercial bank, and the separate corporate existence of Bank with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The name of the Surviving Bank shall be "First Capitol Bank." The Merger shall have the effects specified in the Pennsylvania Banking Code of 1965, as amended ("Banking Code") and the Pennsylvania Business Corporation Law of 1988, as amended ("PBCL").
The Merger Closing Effective Time. 2.1 The Merger 19 2.2 Closing 19 2.3 Effective Time 19
The Merger Closing Effective Time. 1.1 The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the First Effective Time, Corporate Sub shall be merged with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL.
The Merger Closing Effective Time. 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and the Company shall continue its separate corporate existence under the laws of the state of Georgia, and all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article III hereof. The Merger shall have the effects specified in the Georgia Business Corporation Code, as amended (the "GBCC").
The Merger Closing Effective Time. 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will thereupon cease. The Company will survive in the Merger (being sometimes hereinafter referred to in such capacity as the “Surviving Company”),
The Merger Closing Effective Time. Section 2.1 The Merger 11 Section 2.2 Closing 11 Section 2.3 Effective Time 11 ARTICLE III THE SURVIVING CORPORATION Section 3.1 Certificate of Incorporation 11 Section 3.2 By-Laws 12 Section 3.3 Directors and Officers 12
The Merger Closing Effective Time. The Merger Agreement provides that, following the consummation of the Offer and on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, the Purchaser will be merged with and into Barrier and Barrier will be the surviving corporation. The closing date of the Merger will occur no later than the fifth business day after satisfaction or waiver of all of the conditions to the Merger (other than those conditions that by their nature are to be satisfied at the closing) set forth in the Merger Agreement (or such other date as Purchaser and Barrier may agree in writing), which conditions are described below in “Conditions to the Merger.” The Effective Time will occur upon filing of the articles of merger with the Secretary of State of the State of Delaware or at such later time specified in the articles of merger in accordance with the DGCL.
The Merger Closing Effective Time. 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will thereupon cease. The Company will survive in the Merger (being sometimes hereinafter referred to in such capacity as the “Surviving Company”), and the Company will continue its separate corporate existence under the laws of the state of Delaware, and all of the Company’s rights, privileges, immunities, powers and franchises will continue in the Company. The Merger will have the effects specified in the DGCL.
