At the Effective Date Clause Samples

At the Effective Date. Palatin shall either (i) assume the rights and obligations of or (ii) guaranty the obligations of the Surviving Corporation under the Second Amended and Restated License and Distribution Agreement ("▇▇▇▇ ▇▇") dated as of September 30, 1999 by and between MBI and Mallinckrodt, Inc. ("Mallinckrodt").

At the Effective Date. (a) Each issued and outstanding share of common stock of First National shall, by virtue of the reorganization and merger and without any action on the part of the holder thereof, be converted into and exchangeable for 10 shares of common stock of Holding Company. From and after the Effective Date, each outstanding stock certificate theretofore representing shares of First National common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted. First National stock certificates shall be exchanged for Holding Company stock certificates in the manner set forth in Section 2.3 below; (b) Holding Company shall repurchase at the original selling price any shares of Holding Company common stock owned by the Incorporators and Directors of Holding Company immediately prior to the Effective Date and such shares of common stock of Holding Company shall be cancelled; (c) Surviving Bank shall issue to Holding Company 33,000 shares of its common stock. (d) All certificates which before the Effective Date evidenced the share of Interim Bank common stock owned by the Holding Company immediately before the Effective Date shall be cancelled on the Effective Date. (a) As soon as practicable but in any event within six (6) months after the Effective Date, First National shareholders will be issued the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted as described in Section 2.2(a) above and Holding Company shall mail to each holder of record of a certificate or certificates representing outstanding shares of First National common stock ("Certificates"), a form letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Holding Company) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Holding Company common stock. Upon surrender of a Certificate for exchange and cancellation to Holding Company together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing shares of Holding Company common stock and the Certificate so surrendered shall forthwith be cancelled. (b) No di...

At the Effective Date. (1) The constituent entities shall be a single entity, which shall be MCORP, the entity designated herein as the surviving entity. (2) The separate existence of Rampart shall cease. (3) MCORP shall thereupon and thereafter possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties of each constituent entity; and all the singular, the powers and franchises of each constituent entity, and all property, real, personal and mixed, and all debts due to either constituent entity on whatever account, as well for stock subscriptions as all other things in action or belonging to each constituent entity shall be vested in MCORP; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of MCORP as they were of the respective constituent entities, and the title to any real estate vested by deed or otherwise in either constituent entity shall not revery or be in any way impaired by reason of the merger; but all rights of creditors and all liens upon any property of either constituent entity shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to MCORP (the surviving entity) and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding whether civil, criminal or administrative, pending by or against either constituent entity shall be prosecuted as if the merger had not taken place, or MCORP (the surviving entity) may be substituted in such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of Rampart and the Rampart Shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of MCORP (as the surviving entity) and shall be as effective and binding thereon as the same were with respect to Rampart. (5) The assets, liabilities, reserves and accounts of each constituent entity shall be recorded on the books of MCORP at the amounts at which they, respectively, shall then be carried on the books of such constituent entity subject to such adjustme...

At the Effective Date. Neither any Borrower nor any Subsidiary has incurred any material accumulated funding deficiency within the meaning of ERISA.

At the Effective Date. (a) and prior to Closing, all receivables and payables between, on the one hand, the Company and, on the other hand, the Seller or any other company within the Vattenfall AB group shall have been settled, including without limitation the amounts outstanding to Vattenfall Regionnat AB under the IRU agreement dated on or about 27 September 2002 but excluding the interest bearing debt referred to in Clause 6.12 (b) (ii) below; (b) thereafter, the sum of inventory, trade and other receivables and cash and bank balances of the Company shall be more than or equal to the liabilities of the Company (excluding (i) the long and short term debts to Utfors relating to the lease agreement dated 31 May 2002 (the amount of which was originally SEK 55 million), (ii) the interest bearing debt to the Seller (which will be transferred to the Purchaser as set forth in Clause 8.5), and (iii) share capital); (c) the Company shall have no long term debts except the debts set forth in this Clause 6.12 (b) (i) and (ii) above; (d) the Company shall have no interest bearing debt except the interest bearing debt to the Seller, which shall be transferred to the Purchaser as set forth in Clause 8.5; and (e) the shareholders' equity of the Company shall not be less than the registered share capital of the Company.

At the Effective Date. (a) The employees who provide services at the Paradise Facilities are employed by Vegas Retail and the employees who provide services at the Rainbow Facility are employed by Vegas Retail 2 and (b) to the Knowledge of the Sellers, the Sellers are in compliance in all material respects with all applicable Laws pertaining to employment and employment practices.