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: Merger Agreement (U.S. Gold Corp.), Merger Agreement (Active With Me Inc.), Merger Agreement (Excel Corp)
Assets and Liabilities. At On the Effective TimeMerger 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 franchisesaction, 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 Mergermerger; 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: Merger Agreement (TBC Global News Network, Inc.), Merger Agreement (TBC Global News Network, Inc.), Merger Agreement (Diamond Hitts Production 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 Corporationsconstituent 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: Merger Agreement (CST Holding Corp.), Agreement of Merger and Plan of Reorganization (CURAXIS PHARMACEUTICAL Corp), Merger Agreement (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: Merger Agreement (NewGen BioPharma Corp.), Merger Agreement (Southridge Technology Group, Inc.), Merger Agreement (KeyOn Communications 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. 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 Corporationsconstituent 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: Merger Agreement (Western Exploration Inc.), Merger Agreement (Convention All Holdings Inc), Merger Agreement (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: Merger Agreement (Powerverde, Inc.), Merger Agreement (Trunity Holdings, Inc.), Merger Agreement (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 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 Corporationsconstituent 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: Merger Agreement (WESTMOUNTAIN Co), Merger Agreement (Birch Branch Inc), Merger Agreement (Quality Exchange 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 Corporationsconstituent 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 Corporationsconstituent 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 Corporationsconstituent 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: Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD), Merger Agreement (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. 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: Merger Agreement (Towerstream Corp), Merger Agreement (Handheld Entertainment, Inc.), Merger Agreement (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. 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: Merger Agreement (Chubasco Resources Corp.), Merger Agreement (Darwin Resources Corp.), Merger Agreement (Medallion Crest Management Inc)
Assets and Liabilities. At On the Effective TimeDate, 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 franchisesaction, 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 Mergermerger; 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: Merger Agreement (Traffic Technology Inc), Merger Agreement (Traffic Technology Inc), Merger Agreement (Internet Business 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 (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: Merger Agreement (Powersafe Technology Corp), Merger Agreement (North Coast Partners Inc), Merger Agreement (Clearview Acquisitions, 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: Merger Agreement (Xedar Corp), Merger Agreement (Souders Richard Vaughn), Merger Agreement (Xedar 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 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 CorporationCompany; 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 CorporationCompany, 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 Reorganization (Nexus Biopharma Inc), Reorganization Agreement (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. 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: Merger Agreement (Bayhill Capital Corp), Merger Agreement (Power Solutions 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 (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: Merger Agreement (Ecash, Inc), Merger Agreement (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. 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 Mergerthis 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: Merger Agreement (Interiors Inc), Merger Agreement (Interiors Inc)
Assets and Liabilities. At and after the Effective TimeDate, 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 rightsproperty (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 CorporationHMI-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
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
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 Mergerthis 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: Merger Agreement (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 HT (collectively, the “Constituent CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 Corporationsconstituent 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: Merger Agreement (Bacterin International 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”)constituent business entities; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporationsconstituent 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 Corporationsconstituent 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
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 CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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: Merger Agreement (HashingSpace 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. 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
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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 CorporationsAcquisition 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 CorporationsAcquisition 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 CorporationsAcquisition 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
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 CorporationCompany; 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 CorporationCompany, 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
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 CorporationsCompany 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 Corporationsconstituent 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 MergerExchange; 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
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 Mergerthis 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. Subject to Article X hereof, the Surviving Corporation shall indemnify and hold harmless the Shareholders and their respective agents, representatives, employees, shareholders, partners, officers and directors against any and all losses or liabilities (including reasonable attorney's fees and costs) they may suffer or incur as a result of the failure of the Surviving Corporation to discharge the debts and obligations of the Company and the Surviving Corporation from and after the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (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 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 Mergerthis 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: Merger Agreement (Semtech 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 1 contract
Samples: Merger Agreement (BTHC VII 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
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
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 CorporationCompany; 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 CorporationCompany, 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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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: Merger Agreement (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: Merger Agreement (Adex Media, 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
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 Corporationsconstituent 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 Corporationsconstituent 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: Merger Agreement (Refocus 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. 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
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 Mergerthis 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: Merger Agreement (L90 Inc)
Assets and Liabilities. At and after the Effective TimeDate, 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 rightsproperty (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 CorporationNovelos; 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
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 CorporationCompany; 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 CorporationCompany, 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
Assets and Liabilities. At After the Effective Time, Date:
(a) the Surviving Corporation shall possess succeed to and possess, without further act or deed, all of the estate, rights, privileges, immunities, powers and franchises (both 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, property (real, personal and mixed, ) of the Merged Corporation and the title to or any interest in real estate vested in either of the corporations shall not revert or be in any way impaired by reason of the merger;
(b) all debts due to any of the Constituent Corporations Merged Corporation on whatever account, as well as all account and other things choses in action or and every other interest belonging to each of or due to the Constituent Corporations, Merged Corporation shall be taken and deemed to be transferred and vested in the Surviving Corporation; and ;
(c) all claims, demands, property, rights, privileges, powers and franchisesimmunities, and all powers, franchises and every other interest of the Merged Corporation 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 Merged Corporation;
(d) all debts, liabilities liabilities, duties and duties obligations of the Constituent Corporations Merged Corporation shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said such debts, liabilities liabilities, duties and duties obligations had been incurred or contracted by itthe Surviving Corporation, so that (i) any claim existing or action or proceeding pending by or against the Merged Corporation may be prosecuted as if the merger had not taken place, (ii) the Surviving Corporation may be substituted in place of the Merged Corporation and (iii) neither the rights of creditors on or any liens upon the property of the Merged Corporation shall be impaired by the merger; and
(e) the Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all duties and liabilities of a corporation organized under the VBCA.
Appears in 1 contract
Samples: Merger Agreement (Rock of Ages 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 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 CorporationCompany; 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 CorporationCompany, 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
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 CorporationsEntities, 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 CorporationsEntities, shall be vested in the Surviving CorporationEntity; 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 CorporationsEntities, 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 CorporationEntity, 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: Merger Agreement (WestMountain Alternative Energy Inc)
Assets and Liabilities. At and after the Effective TimeDate, 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 rightsproperty (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 CorporationNations; 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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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: Merger Agreement (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 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 Corporationsconstituent 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: Merger Agreement (Reliability 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 Corporationsconstituent 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 Corporationsconstituent 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
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 CorporationCompany; 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 CorporationCompany, 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: Merger Agreement (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: Merger Agreement (Numbeer, 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 Corporationsconstituent 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 Corporationsconstituent 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: Merger Agreement (CCP Worldwide 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: Merger Agreement
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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 (collectivelytogether, the “First Constituent CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the First Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the First Surviving 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 Company as they were of the several and respective First Constituent Companies, and the title to any real estate vested by deed or otherwise in either of the such First Constituent Companies shall not revert or be in any way impaired by the Mergers; but all rights of creditors and all liens upon any property of either of the First Constituent Companies shall be preserved unimpaired, and all debts, liabilities and duties of the First Constituent Companies shall thenceforth attach to the First Surviving 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.
(b) At the Second Effective Time, the Surviving 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 Merger Sub 2 and the First Surviving Company (together, the “Second Constituent Companies”); and all the rights, privileges, powers and franchises of each of the Second Constituent Companies, and all property, real, personal and mixed, and all debts due to either of the Second Constituent Companies on whatever account, as well for stock or membership interest subscriptions and all other things in action or belonging to each of the Second Constituent Companies, shall be vested in the Surviving CorporationCompany; 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 Second Constituent CorporationsCompanies, and the title to any real estate vested by deed or otherwise in either of the such Second Constituent Corporations Companies shall not revert or be in any way impaired by the MergerMergers; but all rights of creditors and all liens upon any property of any either of the Second Constituent Corporations Companies shall be preserved unimpaired, and all debts, liabilities and duties of the Second Constituent Corporations Companies shall thenceforth attach to the Surviving CorporationCompany, 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
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 (collectivelytogether, 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 CorporationCompany; 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 CorporationCompany, 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: Merger Agreement (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 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, subject to any rights the Surviving Corporation may have against the Company Shareholders under this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Counterpath Corp)
Assets and Liabilities. At On the Effective TimeMerger 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 franchisesaction, 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 Corporationsconstituent 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 Mergermerger; 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 Corporationsurviving 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
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 CorporationsCompanies”); and all the rights, privileges, powers and franchises of each of the Constituent CorporationsCompanies, 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 CorporationsCompanies, shall be vested in the Surviving CorporationCompany; 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 CorporationsCompanies, 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 CorporationCompany, 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
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: Merger Agreement (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. 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: Merger Agreement (Med-X, 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 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 Mergerthis 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: Merger Agreement (Mail Well 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: Merger Agreement (Lighten Up Enterprises 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. 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
