Affect of Merger Sample Clauses

Affect of Merger. Unless terminated earlier in accordance with its terms, this Agreement shall continue in effect notwithstanding completion of the Merger.
Sample 1
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Affect of Merger. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, licenses, rights, and immunities of the Company shall continue unaffected and unimpaired by the Merger and the corporate franchise, existence and rights of the Company shall be merged into United Insurance and United Insurance shall, as the Surviving Corporation, be fully vested therewith. At the Effective Date, the separate existence of the Company shall cease and in accordance with the terms of this Agreement, the Surviving Corporation shall possess all the rights, privileges, powers, and assets, including, but not limited to, the customer lists and be subject to all the restrictions, disabilities and duties, of each of the Constituent Corporations, and all rights, powers and franchises and all property, real, personal and mixed, and all debts due on whatever account, and all other things in action and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed. At the Effective Date all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be effectively the property of the Surviving Corporation as they
Sample 1

Related to Affect of Merger

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Binding Effect of Merger Agreement Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections 7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Terms of Merger 2 2.1 Charter..............................................................2 2.2 Bylaws...............................................................2 ARTICLE 3 -

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

  • Effect of Merger on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any equity interests of the Company or Merger Sub, as applicable:

  • Tax Treatment of Merger The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.5, and no Party shall take a position inconsistent with such treatment.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Articles of Merger The parties agree that, as soon as practicable after satisfaction of all conditions to the Merger, they will jointly file executed Articles of Merger with the Department and make all other filings or recordings required by Maryland law in connection with the Merger.

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