Common use of Conversion of Company Interests Clause in Contracts

Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Maryland Limited Liability Company Act, MD Corp & Assn Code §§ 4A-101, et seq., as amended (“MLLCA”) at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCA, including Section 4A-709 of the MLLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of the Company and the Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Appears in 11 contracts

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

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Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Maryland Delaware Limited Liability Company Act, MD Corp & Assn Code 6 Del. C. §§ 4A-10118-101, et seq., as amended (“MLLCADLLCA”) at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCADLLCA, including Section 4A-709 18-209 of the MLLCADLLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of the Company and the Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Appears in 5 contracts

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

Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Maryland Virginia Limited Liability Company Act, MD Corp & Assn Code §§ 4A-10113.1-1000, et seq., as amended (“MLLCAVLLCA”) at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCAVLLCA, including Section 4A-709 13.1-1073 of the MLLCAVLLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of the Company and the Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MedAmerica Properties Inc.)

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Conversion of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Maryland District of Columbia Uniform Limited Liability Company Act, MD Corp & Assn DC Code §§ 4A-10129–801.01 (2016), et seq., as amended (the MLLCAD.C. LLCA”) at the Effective Time (as hereinafter defined), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the surviving entity (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCAD.C. LLCA, including Section 4A-709 29-809.05 of the MLLCAD.C. LLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises, and all and every other interest of the Company and the Merger Sub, shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MedAmerica Properties Inc.)

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