Conveyances to Surviving Corporation Sample Clauses

Conveyances to Surviving Corporation. The Merging Corporations hereby agree, respectively, that from time to time, as and when requested by the Surviving Corporation, or by its successors and assigns, they will execute and deliver or cause to be executed and delivered, all such deeds, conveyances, assignments, permits, licenses and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, its successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, its successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, and interests referred to in this Paragraph 1.11.2 and otherwise carry out the intent and purposes of this Agreement.
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Conveyances to Surviving Corporation. Each Party hereby agrees that from time to time after the Effective Time, as and when requested by the Surviving Corporation, or by the Surviving Corporation's successors and assigns, it or he will execute and deliver, or cause to be executed and delivered, all such deeds, conveyances, assignments, assurances and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, or the Surviving Corporation's successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, or the Surviving Corporation's successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, interests and assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger and to otherwise carry out the intent and purposes of this Agreement. The directors and officers of the Surviving Corporation will be fully authorized in the name of the Company to take any and all such action contemplated by this Agreement.
Sample 1
Conveyances to Surviving Corporation. I-WAY hereby agrees that from time to time after the Effective Time, as and when requested by the Surviving Corporation, or by its successors and assigns, it will execute and deliver, or cause to be executed and delivered, all such deeds, conveyances, assignments, assurances and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, its successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, its successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, interests and assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger and to otherwise carry out the intent and purposes of this Agreement. I-WAY hereby grants to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, conveyances, assignments and assurances and to do all acts necessary, proper or convenient to accomplish this purpose. The directors and officers of the Surviving Corporation will be fully authorized in the name of I-WAY to take any and all such action contemplated by this Agreement.
Sample 1
Conveyances to Surviving Corporation. TCIC hereby agrees that from time to time after the Effective Time, as and when requested by the Surviving Corporation, or by its successors and assigns, it will execute and deliver, or cause to be executed and delivered, all such deeds, conveyances, assignments, assurances and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, its successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, its successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, interests and assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger and to otherwise carry out the intent and purposes of this Agreement. TCIC hereby grants to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, conveyances, assignments and assurances and to do all acts necessary, proper or convenient to accomplish this purpose. The directors and officers of the Surviving Corporation will be fully authorized in the name of TCIC to take any and all such action contemplated by this Agreement.
Sample 1
Conveyances to Surviving Corporation. The Merging Corporations hereby agree, respectively, that from time to time, as and when requested by the Surviving Corporation, or by its successors and assigns, they will execute and deliver or cause to be executed and delivered, all such deeds, conveyances, assignments, and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, its successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the
Sample 1
Conveyances to Surviving Corporation. Each Company hereby agrees that from time to time after the Effective Time, as and when requested by the Surviving Corporation, or by the Surviving Corporation's successors and assigns, it will execute and deliver, or cause to be executed and delivered, all such deeds, conveyances, assignments, assurances and other instruments, and will take or cause to be taken such further or other action as the Surviving Corporation, or the Surviving Corporation's successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, or the Surviving Corporation's successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, interests and assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Mergers and to otherwise carry out the intent and purposes of this Agreement. Each Company hereby grants to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, conveyances, assignments and assurances and to do all acts necessary, proper or convenient to accomplish this purpose. The directors and officers of the Surviving Corporation will be fully authorized in the name of Vantek and Van/Alert to take any and all such action contemplated by this Agreement.
Sample 1
Conveyances to Surviving Corporation. The Merging Corporations hereby agree, respectively, that from time to time, as and when requested by the Surviving Corporation, or by its successors and assigns, they will execute and deliver or cause to be taken such further or other action as the Surviving Corporation, its successors or assigns, may deem necessary or desirable to vest or perfect in or confirm to the Surviving Corporation, its successors and assigns, title to and possession of all the property, rights, privileges, powers, immunities, franchises, and interests referred to in this Paragraph 1.15 and otherwise carry out the intent and purposes of this Merger Agreement.
Sample 1
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Related to Conveyances to Surviving Corporation

  • The Surviving Corporation Section 3.01.

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Act, and notwithstanding anything to the contrary contained in this Trust Instrument, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 9.3 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust or change the name of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, create one or more statutory or business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust or any Series or Class thereof may be transferred and may provide for the conversion of Shares in the Trust or any Series or Class thereof into beneficial interests in any such newly created trust or trusts or any series or classes thereof. (d) Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval, invest all or a portion of the Trust Property of any Series, or dispose of all or a portion of the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) or subtrust thereof which is classified as a partnership for federal income tax purposes. Notwithstanding any provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause a Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause such series to invest its Trust Property directly in securities and other financial instruments or in another master fund.

  • Surviving Corporation 1 Tax.........................................................................11

  • Name of Surviving Corporation After the merger, the Surviving Corporation shall have the name "Capital Bank Corporation"

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Merger Sale Conveyance and Lease Section 11.01. Company May Consolidate, Etc. on Certain Terms 49 Section 11.02. Successor Corporation to Be Substituted 50 Section 11.03. Officer’s Certificate and Opinion of Counsel to Be Given to Trustee 50 Section 12.01. Indenture and Notes Solely Corporate Obligations 51

  • Merger, Consolidation, Succession or Assignment Any Person (a) into which the Administrator is merged or consolidated, (b) resulting from a merger or consolidation to which the Administrator is a party, (c) succeeding to the Administrator’s business or (d) that is an Affiliate of the Administrator to whom the Administrator has assigned this Agreement, will be the successor to the Administrator under this Agreement. Such Person will execute and deliver to the Issuer, the Owner Trustee and the Indenture Trustee an agreement to assume the Administrator’s obligations under this Agreement (unless the assumption happens by operation of law).

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

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