Corporate Merger. Effective as of the Closing Date, the Company ----------------- shall be merged into and with the Subsidiary in accordance with the applicable statutes of the State of California. Upon completion of such merger, the Subsidiary shall be the surviving corporation, and shall be fully vested with and possess all the rights, privileges, immunities, and franchises, of a public as well as a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all choses in action, and all and every other interest of or belonging to or due to both Subsidiary and the Company prior to the merger of such corporations. The Subsidiary shall, as the surviving corporation, be responsible and liable for all the liabilities and obligations of both Subsidiary and the Company and any claim existing, or action or proceeding pending, by or against either the Company or Subsidiary, may be prosecuted as if the merger had not taken place. Neither the rights of creditors nor liens upon the property of either the Subsidiary or the Company shall be impaired by the merger. Concurrently with the Closing hereunder, the parties hereto shall cause to be executed, acknowledged and filed with the Secretary of State of the State of California an Agreement of Merger in the form attached hereto as Schedule 1.3 and incorporated herein by this reference. Such Agreement of Merger shall provide for the merger of Subsidiary and the Company in accordance with the provisions of this Agreement, and for the change of the name of Subsidiary to FAA Serramonte, Inc.
Corporate Merger. The merger described in Section 2.1 hereof.
Corporate Merger. At the Effective Time, subject to the terms and conditions of the Reorganization Agreement and this Plan of Merger, AFC shall merge with and into Interim, the separate existence of AFC shall cease, and Interim (the "Surviving Corporation") shall survive and the name of the Surviving Corporation shall be "Carolina First Corporation". By virtue of the Corporate Merger and without any action on the part of the holders thereof, each of the shares of AFC Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares held by AFC, CFC, Interim any AFC Subsidiary or any CFC Subsidiary, in each case other than in a fiduciary capacity or as a result of debts previously contracted (the "Excluded Shares")) shall be converted into the right to receive the Merger Consideration referenced in Article III below. Each of the shares of CFC Common Stock (including the rights ("CFC Rights") issued pursuant to a Shareholder Rights Agreement, dated November 9, 1993 (as amended, the "CFC Rights Agreement")), and any shares of any CFC Subsidiary or AFC Subsidiary outstanding immediately prior to the Effective Time shall continue to be issued and outstanding, and shall not be converted, exchanged or altered in any manner as a result of the Corporate Merger.
Corporate Merger. Subject to the terms and conditions of this Reorganization Agreement, including the Plan of Merger, AFC shall merge with and into Interim (the "Corporate Merger"), the separate existence of AFC shall cease, and Interim shall survive and the name of the surviving Corporation shall be "CFC Interim, Inc". The parties agree that the Corporate Merger will be effected pursuant to the terms set forth in the Plan of Merger.
Corporate Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.02), PVFC shall merge with and into UCFC in accordance with the Ohio General Corporation Law (the “OGCL”). UCFC shall be the continuing and surviving corporation in the Corporate Merger, shall continue to exist under the laws of the State of Ohio, and shall be the only one of UCFC and PVFC to continue its separate corporate existence after the Effective Time. As used in this Agreement, the term “Surviving Corporation” refers to UCFC immediately after the Effective Time. As a result of the Corporate Merger, the outstanding common shares, $0.01 par value per share, of PVFC (the “PVFC Shares”) and PVFC’s treasury shares shall be converted or cancelled in the manner provided in Article Two.
Corporate Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.02), Pavilion shall merge with and into First Defiance in accordance with the Ohio General Corporation Law (the “OGCL”) and the Michigan Business Corporation Act (the “MBCA”). First Defiance shall be the continuing and surviving corporation in the Corporate Merger, shall continue to exist under the laws of the State of Ohio, and shall be the only one of First Defiance and Pavilion to continue its separate corporate existence after the Effective Time. As used in this Agreement, the term “Surviving Corporation” refers to First Defiance immediately after the Effective Time. As a result of the Corporate Merger, each of the common shares, without par value, of Pavilion (the “Pavilion Shares”), which is issued and outstanding at the Effective Time shall be converted or cancelled in the manner provided in Article Two.
Corporate Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.02), ComBanc shall merge with and into FDEF in accordance with the Ohio General Corporation Law (the "OGCL") and the Delaware General Corporation Law (the "DGCL"). FDEF shall be the continuing and surviving corporation in the Corporate Merger, shall continue to exist under the laws of the State of Ohio, and shall be the only one of FDEF and ComBanc to continue its separate corporate existence after the Effective Time. As used in this Agreement, the term "Surviving Corporation" refers to FDEF immediately after the Effective Time. As a result of the Corporate Merger, the outstanding common stock, without par value, of ComBanc (the "ComBanc Shares") and ComBanc's treasury shares shall be converted or cancelled in the manner provided in Article Two.
Corporate Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Corporate Merger Effective Time, Corporate Merger Sub shall be merged with and into the Company and the separate existence of Corporate Merger Sub shall cease. Following the Corporate Merger Effective Time, the Company shall continue as the surviving corporation of the Corporate Merger (the “Surviving Corporation”).
Corporate Merger. Notwithstanding any other provision hereof, no fractional shares of Acquisition Corp. Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Corporate Merger; instead, Acquisition Corp. shall pay to each holder of Bancorp Common Stock who would otherwise be entitled to a fractional share an amount in cash determined by multiplying such fraction by the product of (i) the average of the last sale prices of Bancorp Common Stock, as reported by the Nasdaq Stock Market ("Nasdaq") for the five Nasdaq trading days immediately preceding the Effective Date and (ii) the Bancorp Exchange Ratio.
