Constituent Corporations; Surviving Corporation. The Interim Surviving Corporation and Second Acquisition Corp. shall be the constituent parties to the Step Two Merger. Subject to the terms and conditions of this Agreement, at the Step Two Merger Effective Time (as defined in Section 1.5), to occur immediately following the Effective Time on the Effective Date, the Interim Surviving Corporation shall be merged with and into Second Acquisition Corp. in accordance with the Delaware Limited Liability Company Act (“DLLCA”) and NYBC, and Second Acquisition Corp. shall be the survivor of the Step Two Merger (the “Surviving Corporation”). At the Step Two Merger Effective Time, the identity and separate existence of the Interim Surviving Corporation shall cease, and the Surviving Corporation shall continue its existence as a limited liability company under the laws of the state of Delaware as a wholly-owned subsidiary of the Parent. Without limiting the generality of the foregoing, from and after the Step Two Merger Effective Time, the Surviving Corporation shall possess all of the rights, privileges, powers, franchises, properties and other interests of Second Acquisition Corp. and the Interim Surviving Corporation and all debts, liabilities and obligations of the Interim Surviving Corporation and Second Acquisition Corp. shall become the debts, liabilities and obligations of the Surviving Corporation, all without further act or deed.
Constituent Corporations; Surviving Corporation. The constituent corporations party to this Plan of Merger (the "Constituent Corporations") are Conso International Corporation, a South Carolina corporation (the "Company"), and CIC Acquisition Sub, Inc., a South Carolina corporation ("Acquisition Sub"). Acquisition Sub shall be merged with and into the Company (the "Merger"), and the Company shall be the surviving corporation in the Merger (the "Surviving Corporation"), with its corporate name continuing to be "Conso International Corporation."
Constituent Corporations; Surviving Corporation. The constituent corporations party to this Plan of Merger (the "Constituent Corporations") are Schuxx Xxxes Corporation, an Indiana Corporation ("Schuxx"), and A & B Acquisition Corp., an Indiana corporation ("Merger Sub"). Merger Sub shall be merged with and into Schuxx (xxe "Merger"), and Schuxx xxxll be the surviving corporation in the Merger (the "Surviving Corporation"), with its corporate name continuing to be "Schuxx Xxxes Corporation."
Constituent Corporations; Surviving Corporation. Buyer and Amitek shall be the constituent corporations to the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, Amitek shall be merged with and into Buyer in accordance with the DE Corporation Law and the FL Corporation Law, and Buyer shall be the surviving corporation of the Merger (the "Surviving Corporation"). At the Effective Time, the identity and separate existence of Amitek shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all of the rights, privileges, powers, franchises, properties and other interests of Buyer and Amitek.
Constituent Corporations; Surviving Corporation. Acquisition and the Company, which was originally formed under the New York Business Corporation Law under the name "Avialume Corp.," shall be the constituent corporations to the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, Acquisition shall be merged with and into the Company in accordance with the New York Business Corporation Law, and the Company shall be the surviving corporation of the Merger (the "Surviving Corporation"). At the Effective Time, the identity and separate existence of Acquisition shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of New York as a wholly-owned subsidiary of Buyer. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all of the rights, privileges, powers, franchises, properties and other interests of the Company and Acquisition.
Constituent Corporations; Surviving Corporation. EVI and TCI shall be the constituent corporations to the Merger. Subject to the terms and provisions of this Agreement, upon the filing of this Agreement with the Secretary of State of the State of Delaware, in accordance with Sections 251(c) and 103 of the DGCL (the time of such filing being referred to herein as the "Effective Time"), EVI shall be merged into TCI and TCI shall be the surviving corporation of the Merger (the "Surviving Corporation"). At and after the Effective Time, the name, identity, existence, and all of the rights, privileges, powers, franchises, properties (real, personal or mixed) and assets of TCI, subject to all of the debts, liabilities and duties of TCI shall continue unaffected and unimpaired by the Merger. At the Effective Time, the identity and separate existence of EVI shall cease, and at such time and thereafter, all of the rights, privileges, powers and franchises, properties (real, personal or mixed) and assets of EVI shall be vested in the Surviving Corporation, which shall thenceforth be responsible for all debts, liabilities and duties of each such Constituent Corporation, all in accordance with the DGCL.
Constituent Corporations; Surviving Corporation. Acquisition and the Company shall be the constituent corporations to the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, Acquisition shall be merged with and into the Company in accordance with the Texas BCA, and the Company shall be the surviving corporation of the Merger (the "Surviving Corporation"). At the Effective Time, the identity and separate existence of Acquisition shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of Texas as a wholly-owned subsidiary of Buyer. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all of the rights, privileges, powers, franchises, properties and other interests of the Company and Acquisition.
