Certain Effects of Merger. When the Merger becomes effective, the separate existence of Acquisition shall cease, Acquisition shall be merged into ADCI, and the Surviving Corporation shall possess all the rights, privileges, powers, and franchises as well of a public as of a private nature, and shall be subject to all the restrictions, disabilities, and duties of each of 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 either 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 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 the State of Delaware or any other jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either 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 such debts, liabilities, and duties had been incurred or contracted by it.
Certain Effects of Merger. The parties hereto agree that as of the Effective Time, the separate existence of Merger Sub 1 shall cease and Merger Sub 1 shall be merged with and into OSH LLC, and that all the rights, causes of action, privileges, immunities, powers and franchises of each of the Constituent Entities, and all real, personal and mixed property and all debts, liabilities and duties of any of the Constituent Entities on whatever account of such Constituent Entities shall be automatically vested in the Surviving Company. Immediately following the consummation of the Merger, all issued and outstanding equity interests of the Surviving Company shall be held by OSH Inc. or its subsidiaries.
Certain Effects of Merger. At the Effective Time, in addition to the effects otherwise provided by United States and Kentucky law, SY Bank and KY Bank shall become a single corporation and the separate existence of KY Bank shall cease. Surviving Bank shall possess all the rights, privileges, powers and franchises of both a public and private nature of KY Bank subject to all of its restrictions, disabilities and duties, and shall also possess all of the property (real, personal and mixed) and all debts due to KY Bank. All other things in action of or belonging to KY Bank shall be vested in the Surviving Bank; and all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be the property of the Surviving Bank, and the title to any real estate vested by deed or otherwise in KY Bank shall not revert or be in any way impaired by reason of the Bank Merger. All rights of creditors and all liens of KY Bank shall be preserved unimpaired, and all debts, liabilities and duties of KY Bank shall at the Effective Time become obligations of the Surviving Bank and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Certain Effects of Merger. At the Effective Time, in addition to the effects otherwise provided by the laws of the United States, Ohio and Kentucky, Peoples Bank and Limestone Bank shall become a single corporation and the separate existence of Limestone Bank shall cease. Surviving Bank shall possess all the rights, privileges, powers and franchises of both a public and private nature of Limestone Bank subject to all of its restrictions, disabilities and duties, and shall also possess all of the property (real, personal and mixed) and all debts due to Limestone Bank. All other things or belonging to Limestone Bank shall be vested in the Surviving Bank; and all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be the property of the Surviving Bank, and the title to any real estate vested by deed or otherwise in Limestone Bank shall not revert or be in any way impaired by reason of the Limestone Bank Merger. All rights of creditors and all liens of Limestone Bank shall be preserved unimpaired, and all debts, liabilities and duties of Limestone Bank shall at the Effective Time become obligations of the Surviving Bank and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Certain Effects of Merger. On the Effective Date, the separate existence of Gel-MN shall cease, and Gel-MN shall be merged into Gel-DE which, as 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, duties and liabilities of Gel-MN; and all and singular, the rights, privileges, powers, and franchises of Gel-MN, and all property, real, personal, and mixed, and all debts due to Gel-MN on whatever account, as well as stock subscriptions, liens and all other things in action or belonging to Gel-MN, 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 effectually the property of the Surviving Corporation as they were of Gel-MN, and the title to any real estate vested by deed or otherwise, under the laws of Minnesota or any other jurisdiction, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of Gel-MN shall be preserved, unimpaired, and all debts, liabilities, and duties of Gel-MN 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. At any time, or from time to time, after the Effective Date, the last acting officers of Gel-MN or the corresponding officers of the Surviving Corporation, may, in the name of Gel-MN execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all Gel-MN’s property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.
Certain Effects of Merger. 4 SECTION 4.1 Effect of Merger.......................................................................4
Certain Effects of Merger. On the Effective Date, the separate existence of GFNMS shall cease, and GFNMS shall be merged into Pac-Van which, as the Surviving Corporation, shall possess all the rights, privileges and powers, of GFNMS and all property, real, personal, and mixed, and all debts due to GFNMS and all other things and causes of action belonging to GFNMS shall be vested in the Surviving Corporation; and shall thereafter be the property of the Surviving Corporation as they were of GFNMS, and the title to any real property vested by deed or otherwise, under the laws of Indiana, in GFNMS, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of GFNMS shall be preserved unimpaired, and all debts, liabilities, and duties of GFNMS 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. At any time, or from time to time, after the Effective Date, the last acting authorized officers of GFNMS or the corresponding officers of the Surviving Corporation, may, in the name of GFNMS, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all GFNMS’ property, rights, privileges and powers, and otherwise to carry out the purpose of this Agreement.
Certain Effects of Merger. At the Effective Time, in addition to the effects otherwise provided by the laws of the United States and Kentucky, City National and Citizens Commerce shall become a single corporation and the separate existence of Citizens Commerce shall cease. Surviving Bank shall possess all the rights, privileges, powers and franchises of both a public and private nature of Citizens Commerce subject to all of its restrictions, disabilities and duties, and shall also possess all of the property (real, personal and mixed) and all debts due to Citizens Commerce. All other things or belonging to Citizens Commerce shall be vested in the Surviving Bank; and all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be the property of the Surviving Bank, and the title to any real estate vested by deed or otherwise in Citizens Commerce shall not revert or be in any way impaired by reason of the Subsidiary Merger. All rights of creditors and all liens of Citizens Commerce shall be preserved unimpaired, and all debts, liabilities and duties of Citizens Commerce shall at the Effective Time become obligations of the Surviving Bank and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. 10.
Certain Effects of Merger. On the Effective Date, the separate existence of China Pharmaceuticals shall cease, and China Pharmaceuticals shall be merged into Allstar Restaurants which, as 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 China Pharmaceuticals; and all the rights, privileges, powers, and franchises of China Pharmaceuticals, and all property, real, personal, and mixed, and all debts due to China Pharmaceuticals on whatever account, as well for stock subscriptions and all other things in action or belonging to China Pharmaceuticals, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of China Pharmaceuticals, and the title to any real estate vested by deed or otherwise, under the laws of Nevada or any other jurisdiction, in China Pharmaceuticals, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of China Pharmaceuticals shall be preserved unimpaired, and all debts, liabilities, and duties of China Pharmaceuticals shall thenceforth attach to the Surviving Corporation, which may, in the name of China Pharmaceuticals, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all China Pharmaceuticals' property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement. Furthermore, Allstar Restaurants will assume all franchise tax liabilities of China Pharmaceuticals with respect to the State of Nevada.
Certain Effects of Merger. At the Effective Time, in addition to the effects otherwise provided by the laws of the United States and Ohio, Civista Bank and Xxxxx County Bank shall become a single corporation and the separate existence of Xxxxx County Bank shall cease. Surviving Bank shall possess all the rights, privileges, powers and franchises of both a public and private nature of Xxxxx County Bank subject to all of its restrictions, disabilities and duties, and shall also possess all of the property (real, personal and mixed) and all debts due to Xxxxx County Bank. All other things in action of or belonging to Xxxxx County Bank shall be vested in the Surviving Bank; and all property, rights, privileges, powers and franchises and all and every other interest shall thereafter be the property of the Surviving Bank, and the title to any real estate vested by deed or otherwise in Xxxxx County Bank shall not revert or be in any way impaired by reason of the Bank Merger. All rights of creditors and all liens of Xxxxx County Bank shall be preserved unimpaired, and all debts, liabilities and duties of Xxxxx County Bank shall at the Effective Time become obligations of the Surviving Bank and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
