Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 26 contracts

Samples: Agreement and Plan of Merger (U.S. Gold Corp.), Agreement of Merger and Plan of Reorganization (Active With Me Inc.), Agreement of Merger and Plan of Reorganization (Excel Corp)

Assets and Liabilities. At On the ~~Effective Time~~Merger Date, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to ~~any~~ either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other ~~things~~ choses in ~~action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises~~action, and all and every other interest of or belonging to either of Constituent Corporations shall be ~~thereafter~~ taken by and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and all property and every other interest shall be as ~~effectively~~ effectually the property of the Surviving Corporation as ~~they were~~ it was of the ~~several and~~ respective Constituent Corporations, and the title to any real estate or any interest, whether vested by deed or ~~otherwise~~ otherwise, in either of ~~such~~ the Constituent Corporations shall not revert or be in any way impaired by reason of the ~~Merger~~merger; ~~but~~ provided, however, that all rights of creditors and all liens upon ~~any~~ the property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, and all debts, ~~liabilities~~ liabilities, obligations and duties of the respective Constituent Corporations shall ~~thenceforth~~ attach to the Surviving Corporation, and may be enforced against it to the same extent as if ~~said~~ the debts, ~~liabilities~~ liabilities, obligations and duties had been incurred or contracted by it. Any action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be submitted in place of either of the Constituent Corporations. The parties respectively agree that from time to time, when requested by the Surviving Corporation or by its successors or assigns, they will execute and deliver or cause to be executed and delivered all deeds and instruments, and will take or cause to be taken all further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation or its successors or assigns title to and possession of all the property and rights and otherwise carry out the intent and purposes of this Agreement.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (TBC Global News Network, Inc.), Agreement and Plan of Merger (TBC Global News Network, Inc.), Ex 2 Agreement and Plan of Merger (W-J International LTD /De/)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (CST Holding Corp.), Agreement of Merger And (CURAXIS PHARMACEUTICAL Corp), Agreement of Merger And (Auto Search Cars, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.), Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Agreement of Merger And (Fitness Xpress Software Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 6 contracts

Samples: Agreement of Merger And (Convention All Holdings Inc), Agreement of Merger And (Western Exploration Inc.), Agreement of Merger And (Odyne Corp)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Powerverde, Inc.), Agreement and Plan of Merger (Trunity Holdings, Inc.), Agreement of Merger and Plan of Reorganization (Wireless Holdings Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 4 contracts

Samples: Agreement of Merger and Plan (Towerstream Corp), Agreement of Merger and Plan (Edgemont Resources Corp), Agreement of Merger and Plan (Fairview Energy Corporation, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “Constituent Corporations”)~~constituent corporations; and all the rights, privileges, powers and franchises of each of the ~~Constituent Corporations~~constituent corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations~~constituent corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in ~~either~~ any of such ~~Constituent Corporations~~ constituent corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ respective constituent corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Chubasco Resources Corp.), Agreement of Merger and Plan (Darwin Resources Corp.), Agreement of Merger and Plan (Medallion Crest Management Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 4 contracts

Samples: Agreement of Merger And (WESTMOUNTAIN Co), Agreement of Merger and Plan (Zen Pottery Equipment Inc), Agreement of Merger and Plan (Birch Branch Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent~~ Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 3 contracts

Samples: Agreement (Powersafe Technology Corp), Agreement (North Coast Partners Inc), Agreement (Clearview Acquisitions, Inc.)

Assets and Liabilities. At On the Effective ~~Time~~Date, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to ~~any~~ either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other ~~things~~ choses in ~~action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises~~action, and all and every other interest of or belonging to either of Constituent Corporations shall be ~~thereafter~~ taken by and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and all property and every other interest shall be as ~~effectively~~ effectually the property of the Surviving Corporation as ~~they were~~ it was of the ~~several and~~ respective Constituent Corporations, and the title to any real estate or any interest, whether vested by deed or ~~otherwise~~ otherwise, in either of ~~such~~ the Constituent Corporations shall not revert or be in any way impaired by reason of the ~~Merger~~merger; ~~but~~ provided, however, that all rights of creditors and all liens upon ~~any~~ the property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, and all debts, ~~liabilities~~ liabilities, obligations and duties of the respective Constituent Corporations shall ~~thenceforth~~ attach to the Surviving Corporation, and may be enforced against it to the same extent as if ~~said~~ the debts, ~~liabilities~~ liabilities, obligations and duties had been incurred or contracted by it. Any action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be submitted in place of either of the Constituent Corporations. The parties respectively agree that from time to time, when requested by the Surviving Corporation or by its successors or assigns, they will execute and deliver or cause to be executed and delivered all deeds and instruments, and will take or cause to be taken all further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest in and confirm to the Surviving Corporation or its successors or assigns title to and possession of all the property and rights and otherwise carry out the intent and purposes of this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger by And (Internet Business International Inc), Merger Agreement (Traffic Technology Inc), Merger Agreement (Traffic Technology Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Xedar Corp), Agreement and Plan of Merger (Souders Richard Vaughn), Agreement and Plan of Merger (Xedar Corp)

Assets and Liabilities. At the Effective Time, the ---------------------- Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “~~Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as ~~effectively~~ effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise under the laws of any jurisdiction, in ~~either~~ any of ~~such~~ the Constituent ~~Corporations~~ Corporations, shall not revert or be in any way impaired by ~~the Merger~~this Article II; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 2 contracts

Samples: Agreement and Plan (Interiors Inc), Agreement and Plan of Merger (Interiors Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Merger Sub and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, ~~as well as all other things in action or belonging to each of the Constituent Corporations,~~ shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter ~~as effectively~~ the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of ~~such~~ the Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all ~~liens~~ Liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bayhill Capital Corp), Agreement and Plan of Merger (Power Solutions International, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and ~~the Company~~ NBPC (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 2 contracts

Samples: And Restated Agreement and Plan of Reorganization (Nexus Biopharma Inc), Agreement and Plan of Reorganization (Nexus Biopharma Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ecash, Inc), Agreement and Plan of Merger and Reorganization (Ecash, Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the ~~several and~~ respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Wildon Productions Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Merger Sub. and ~~the Company~~ Parscale (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cloudcommerce, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ the Merger Sub and ~~the Company~~ SimplePons (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, ~~as well as all other things in action or belonging to each of the Constituent Corporations,~~ shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter ~~as effectively~~ the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of ~~such~~ the Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all ~~liens~~ Liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (IFLI Acquisition Corp.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Falconridge and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Active With Me Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Merger Sub. and ~~the Company~~ On XXX Now (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transnational Group, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “Constituent Corporations”)~~constituent corporations; and all and singular, the rights, privileges, powers and franchises of each of the ~~Constituent Corporations~~constituent corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations,~~ constituent corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in ~~either~~ any of such ~~Constituent Corporations~~ constituent corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ respective constituent corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Refocus Group Inc)

Assets and Liabilities. At the Effective Time, the ~~Surviving Corporation~~ Parent shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of ~~each of Acquisition Corp. and~~ the Company ~~(collectively, the “Constituent Corporations”);~~ and all the rights, privileges, powers and franchises of each of the ~~Constituent Corporations,~~ Company and the Parent and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ Company and the Parent on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations~~Company and the Parent, shall be vested in the ~~Surviving Corporation;~~ Parent and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the ~~Surviving Corporation~~ Parent as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in ~~either of such Constituent Corporations~~ the Company and the Parent shall not revert or be in any way impaired by the ~~Merger~~Exchange; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ Company and the Parent shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ Company and the Parent shall thenceforth attach to the ~~Surviving Corporation,~~ Parent and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Exchange Agreement (Cliff Rock Resources Corp.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “~~Constituent Corporations”); and all the rights, privileges, licenses, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in in, transferred to, and devolved upon the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as ~~effectively~~ effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise under the laws of any jurisdiction, in ~~either~~ any of ~~such~~ the Constituent ~~Corporations~~ Corporations, shall not revert or be in any way impaired by ~~the Merger~~this Article II; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interiors Inc)

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Counterpath Corp)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “Constituent Corporations”)~~constituent business entities; and all and singular, the rights, privileges, powers and franchises of each of the ~~Constituent Corporations~~constituent business entities, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent business entities on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations,~~ constituent business entities shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of each of the ~~several and~~ respective ~~Constituent Corporations~~constituent business entities, and the title to any real estate vested by deed or otherwise in ~~either~~ any of such ~~Constituent Corporations~~ constituent business entities shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ constituent business entities shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ respective constituent business entities shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monsterdaata Com Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Merger Sub and ~~the Company~~ Seller (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cloudcommerce, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ Quanta (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Freight Solution Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the Company and Munzee (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. To the extent necessary, all agreements and contractual obligations of Munzee will automatically be assigned and transferred to the Surviving Company at the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Freeze Tag, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ Good Earth (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Numbeer, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Acquisition ~~Corp.~~ and ~~the Company~~ BST (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, ~~personal~~ personal, and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Axelerex Corp.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of ~~each of~~ the Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bridgetech Holdings International Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company Continued- (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Adex Media, Inc.)

Assets and Liabilities. At and after the Effective ~~Time~~Date, Nations shall succeed to and possess, without further act or deed, all of the ~~Surviving Corporation shall possess all the~~ estate, rights, privileges, powers and franchises ~~of a~~ (both public ~~as well as of a private nature,~~ and ~~be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”);~~ private) and all of the ~~rights~~property (real, ~~privileges, powers~~ personal and ~~franchises~~ mixed) of each of the Constituent Corporations~~, and all property, real, personal and mixed, and~~ ; all debts due to ~~any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations,~~ CBR shall be vested in ~~the Surviving Corporation~~Nations; ~~and~~ all claims, demands, property, rights, privileges, powers and ~~franchises, and all~~ franchises and every other interest of either of the Constituent Corporations shall be ~~thereafter~~ as effectively the property of ~~the Surviving Corporation~~ Nations as they were of the ~~several and~~ respective Constituent Corporations~~, and~~ ; the title to any real estate vested by deed or otherwise in ~~either of such Constituent Corporations~~ CBR shall not revert or be in any way impaired by reason of the Merger, but shall be vested in Nations; ~~but~~ all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be ~~preserved~~ preserved, unimpaired, ~~and~~ limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to ~~the Surviving Corporation,~~ Nations and may be enforced against it to the same extent as if ~~said~~ such debts, liabilities and duties had been incurred or contracted by it; and Nations shall indemnify and hold harmless the officers and directors of each of the Constituent Corporations 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 (Nations Flooring Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the ~~several and~~ respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flex Resources Co. LTD)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger And (Reliability Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ SubCo and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger And (Windy Creek Developments, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ ADI and ~~the Company~~ StationDigital (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Alarming Devices, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xedar Corp)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “~~Constituent Corporations”); and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as ~~effectively~~ effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise under the laws of any jurisdiction, in ~~either~~ any of ~~such~~ the Constituent ~~Corporations~~ Corporations, shall not revert or be in any way impaired by ~~the Merger~~this Article II; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mail Well Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ NDI (collectively, the “"Constituent ~~Corporations”~~Companies"); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2green Landscaping, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (BTHC VII Inc)

Assets and Liabilities. At the Merger Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “Constituent Corporations”)~~constituent corporations; and all and singular, the rights, privileges, powers and franchises of each of the ~~Constituent Corporations~~constituent corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations,~~ constituent corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in ~~either~~ any of such ~~Constituent Corporations~~ constituent corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ respective constituent corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if ~~said~~ such debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Cape Coastal Trading Corp)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Entity shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “"Constituent ~~Corporations”~~Entities"); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Entities, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Entities on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent ~~Corporations~~Entities, shall be vested in the Surviving ~~Corporation~~Entity; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Entity as they were of the several and respective Constituent ~~Corporations~~Entities, and the title to any real estate vested by deed or otherwise in either of the such Constituent ~~Corporations~~ Entities shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Entities shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Entities shall thenceforth attach to the Surviving ~~Corporation~~Entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger And (WestMountain Alternative Energy Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Merger Sub and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in either of ~~such~~ the Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bacterin International Holdings, Inc.)

Assets and Liabilities. At and after the Effective ~~Time~~Date, Novelos shall succeed to and possess, without further act or deed, all of the ~~Surviving Corporation shall possess all the~~ estate, rights, privileges, powers and franchises ~~of a~~ (both public ~~as well as of a private nature,~~ and ~~be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”);~~ private) and all of the ~~rights~~property (real, ~~privileges, powers~~ personal and ~~franchises~~ mixed) of each of the Constituent Corporations~~, and all property, real, personal and mixed, and~~ ; all debts due to ~~any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations,~~ CH shall be vested in ~~the Surviving Corporation~~Novelos; ~~and~~ all claims, demands, property, rights, privileges, powers and ~~franchises, and all~~ franchises and every other interest of either of the Constituent Corporations shall be ~~thereafter~~ as effectively the property of ~~the Surviving Corporation~~ Novelos as they were of the ~~several and~~ respective Constituent ~~Corporations, and~~ Corporation; the title to any real estate vested by deed or otherwise in ~~either of such Constituent Corporations~~ CH shall not revert or be in any way impaired by reason of the Merger, but shall be vested in Novelos; ~~but~~ all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, ~~and~~ limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to ~~the Surviving Corporation,~~ Novelos and may be enforced against it to the same extent as if ~~said~~ such debts, liabilities and duties had been incurred or contracted by it; and Novelos shall indemnify and hold harmless the officers and directors of each of the Constituent Corporations 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 (Novelos Therapeutics, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and the Company~~ Merger Sub (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Locations, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Corp and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Med-X, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ HT (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TeleHealthCare, Inc.)

Assets and Liabilities. At the Merger Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “Constituent Corporations”)~~constituent corporations; and all and singular, the rights, privileges, powers and franchises of each of the ~~Constituent Corporations~~constituent corporations, and all property, real, personal and mixed, and all debts due to any of the ~~Constituent Corporations~~ constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the ~~Constituent Corporations,~~ constituent corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate vested by deed or otherwise in ~~either~~ any of such ~~Constituent Corporations~~ constituent corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the ~~Constituent Corporations~~ constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the ~~Constituent Corporations~~ respective constituent corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (CCP Worldwide Inc)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interiors Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ Driven (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Results Based Outsourcing Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of ~~each of~~ Acquisition ~~Corp. and the Company (collectively, the “Constituent Corporations”)~~Corp.; and all the rights, privileges, powers and franchises of ~~each of the Constituent Corporations~~Acquisition Corp., and all property, real, personal and mixed, and all debts due to ~~any of the Constituent Corporations~~ Acquisition Corp. on whatever account, as well for stock subscriptions as all other things in action or belonging to ~~each of the Constituent Corporations~~Acquisition Corp., shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of ~~the several and respective Constituent Corporations~~Acquisition Corp., and the title to any real estate vested by deed or otherwise in ~~either of such Constituent Corporations~~ Acquisition Corp. shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of ~~any of the Constituent Corporations~~ Acquisition Corp. shall be preserved unimpaired, and all debts, liabilities and duties of ~~the Constituent Corporations~~ Acquisition Corp. shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magic Communications Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ Sub and the Company (~~collectively~~together, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to ~~any~~ either of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc)

Assets and Liabilities. At the Effective Time, the ---------------------- Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the ~~restrictions, disabilities~~ restrictions and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “~~Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter ~~as effectively~~ the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise under the laws of any jurisdiction, in ~~either~~ any of ~~such~~ the Constituent ~~Corporations~~ Corporations, shall not revert or be in any way impaired by ~~the Merger~~this Article II; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (L90 Inc)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ CDI (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (I-on Digital Corp.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ SubCo and the Company (collectively, the “"Constituent Corporations”"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever 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 property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ I-ON (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Evans Brewing Co Inc.)

Assets and Liabilities. (a) At the First Effective Time, the First Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Purchaser and the Company (~~collectively~~together, the “First Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the First Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to ~~any~~ either of the First Constituent ~~Corporations~~ Companies on whatever account, as well as for stock or membership interest subscriptions and all other things in action or belonging to each of the First Constituent ~~Corporations~~Companies, shall be vested in the First Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the First Surviving ~~Corporation~~ Company as they were of the several and respective First Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of the such First Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the ~~Merger~~Mergers; but all rights of creditors and all liens upon any property of ~~any~~ either of the First Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the First Constituent ~~Corporations~~ Companies shall thenceforth attach to the First Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger And (AMERI Holdings, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ LB (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leafbuyer Technologies, Inc.)

Assets and Liabilities. At and after the Effective ~~Time~~Date, HMI-Delaware shall succeed to and possess, without further act or deed, all of the ~~Surviving Corporation shall possess all the~~ estate, rights, privileges, powers and franchises ~~of a~~ (both public ~~as well as of a private nature,~~ and ~~be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”);~~ private) and all of the ~~rights~~property (real, ~~privileges, powers~~ personal and ~~franchises~~ mixed) of each of the Constituent Corporations~~, and all property, real, personal and mixed, and~~ ; all debts due to ~~any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations,~~ HMI-Florida shall be vested in ~~the Surviving Corporation~~HMI-Delaware; ~~and~~ all claims, demands, property, rights, privileges, powers and ~~franchises, and all~~ franchises and every other interest of either of the Constituent Corporations shall be ~~thereafter~~ as effectively the property of ~~the Surviving Corporation~~ HMI-Delaware as they were of the ~~several and~~ respective Constituent ~~Corporations, and~~ Corporation; the title to any real estate vested by deed or otherwise in ~~either of such Constituent Corporations~~ HMI-Florida shall not revert or be in any way impaired by reason of the Merger, but shall be vested in HMI-Delaware; ~~but~~ all rights of creditors and all liens upon any property of ~~any~~ either of the Constituent Corporations shall be preserved unimpaired, ~~and~~ limited in lien to the property affected by such lien at the Effective Date; all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to ~~the Surviving Corporation,~~ HMI-Delaware and may be enforced against it to the same extent as if ~~said~~ such debts, liabilities and duties had been incurred or contracted by it; and HMI-Delaware shall indemnify and hold harmless the officers and directors of each of the Constituent Corporations 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)

Assets and Liabilities. At On the ~~Effective Time~~Merger Date, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to ~~any~~ either of the ~~Constituent Corporations~~ constituent corporations on whatever account, as well for stock subscriptions as all other ~~things~~ choses in ~~action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises~~action, and all and every other interest of or belonging to either of constituent corporations shall be ~~thereafter~~ taken by and deemed to be transferred to and vested in the surviving corporation without further act or deed; and all property and every other interest shall be as effectively the property of the ~~Surviving Corporation~~ surviving corporation as ~~they were~~ it was of the ~~several and~~ respective ~~Constituent Corporations~~constituent corporations, and the title to any real estate or any interest, whether vested by deed or ~~otherwise~~ otherwise, in either of ~~such Constituent Corporations~~ the constituent corporations shall not revert or be in any way impaired by reason of the ~~Merger~~merger; ~~but~~ provided, however, that all rights of creditors and all liens upon ~~any~~ the property of ~~any~~ either of the ~~Constituent Corporations~~ constituent corporations shall be preserved unimpaired, and all debts, ~~liabilities~~ liabilities, obligations and duties of the ~~Constituent Corporations~~ respective constituent corporations shall ~~thenceforth~~ attach to the ~~Surviving Corporation~~surviving corporation, and may be enforced against it to the same extent as if ~~said~~ the debts, ~~liabilities~~ liabilities, obligations and duties had been incurred or contracted by it. Any action or proceeding pending by or against either of the constituent corporations may be prosecuted to judgment as if the merger had not taken place, or the surviving corporation may be submitted in place of either of the constituent corporations. The parties respectively agree that from time to time, when requested by the surviving corporation or by its successors or assigns, they will execute and deliver or cause to be executed and delivered all deeds and instruments, and will take or cause to be taken all further or other action, as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation or its successors or assigns title to and possession of all the property and rights and otherwise carry out the intent and purposes of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Palm Desert Art Inc)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the ~~“Constituent Corporations”~~"CONSTITUENT CORPORATIONS"); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Lighten Up Enterprises International Inc

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ BioHiTech (collectively, the “Constituent ~~Corporations~~Companies”); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Biohitech Global, Inc.)

Assets and Liabilities. At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of ~~Acquisition Corp.~~ Inventergy and ~~the Company~~ Merger Sub (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)

Assets and Liabilities. At the Effective Time, the ---------------------- Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the ~~restrictions, disabilities~~ restrictions and duties of each of ~~Acquisition Corp. and~~ the ~~Company (collectively, the “~~Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as ~~effectively~~ effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise under the laws of any jurisdiction, in ~~either~~ any of ~~such~~ the Constituent ~~Corporations~~ Corporations, shall not revert or be in any way impaired by ~~the Merger~~this Article II; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Semtech Corp)

Assets and Liabilities. At the Effective Time, the Surviving ~~Corporation~~ Company shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition ~~Corp.~~ and ~~the Company~~ HashingSpace (collectively, the “"Constituent ~~Corporations”~~Companies"); and all the rights, privileges, powers and franchises of each of the Constituent ~~Corporations~~Companies, and all property, real, personal and mixed, and all debts due to any of the Constituent ~~Corporations~~ Companies on whatever account, as well as all other things in action or belonging to each of the Constituent ~~Corporations~~Companies, shall be vested in the Surviving ~~Corporation~~Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving ~~Corporation~~ Company as they were of the several and respective Constituent ~~Corporations~~Companies, and the title to any real estate vested by deed or otherwise in either of such Constituent ~~Corporations~~ Companies shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent ~~Corporations~~ Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent ~~Corporations~~ Companies shall thenceforth attach to the Surviving ~~Corporation~~Company, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (HashingSpace Corp)

Common use of Assets and Liabilities Clause in Contracts