Effect of Final Consolidation Sample Clauses

Effect of Final Consolidation. 3 Section 1.8. Liabilities of Continuing Bank....................... 4 Section 1.9. Consolidation Consideration.......................... 4 Section 1.10. Dissenting Shares.................................... 5 Section 1.11. Ratification by Shareholders......................... 5 Section 1.12. Xxxxxxx Money Deposit................................ 5
Sample 1
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Effect of Final Consolidation. On the Effective Date, the corporate existence of the First Surviving Bank and Bayshore shall, as provided in the provisions of law heretofore mentioned, be consolidated with and continued in Continuing Bank, and Continuing Bank shall be deemed to be a continuation in entity and identity of the First Surviving Bank and Bayshore. All rights, franchises and interests of the First Surviving Bank and Bayshore, respectively, in and to any type of property and chooses in action shall be transferred to and vested in Continuing Bank by virtue of such Final Consolidation without any deed or other transfer. Continuing Bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, transfer agent or registrar of stocks and bonds, guardian of estates, assignee, receiver and committee of estates and lunatics, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by First Bank and Bayshore, respectively, as of the Effective Date.
Sample 1
Effect of Final Consolidation. On the Effective Date, the corporate existence of the Sunbelt and Prime shall, as provided by law, be consolidated into and continued in Continuing Bank, and Continuing Bank shall be deemed to be a continuation in entity and identity of Sunbelt and Prime. All rights, franchises and interests of Sunbelt and Prime, respectively, in and to any type of property and choses in action shall be transferred to and vested in Continuing Bank by virtue of such Final Consolidation without any deed or other transfer. Continuing Bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, transfer agent or registrar of stocks and bonds, guardian of estates, assignee, receiver and committee of estates and lunatics, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by Sunbelt and Prime, respectively, as of the Effective Date.
Sample 1
Effect of Final Consolidation. On the Effective Date, the corporate existence of the Texas National and Bayshore shall, as provided by law, be consolidated into and continued in Resulting Bank, and Resulting Bank shall be deemed to be a continuation in entity and identity of Texas National and Bayshore. All rights, franchises and interests of Texas National and Bayshore, respectively, in and to any type of property and chooses in action shall be transferred to and vested in Resulting Bank by virtue of such Final Consolidation without any deed or other transfer. Resulting Bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, transfer agent or registrar of stocks and bonds, guardian of estates, assignee, receiver and committee of estates and lunatics, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by Texas National and Bayshore, respectively, as of the Effective Date.
Sample 1
Effect of Final Consolidation. 4 Section 1.8. Liabilities of Continuing Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.9. Consolidation Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.10. Adjustments to Consolidation Consideration . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 1.11. Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 1.12.
Sample 1
Effect of Final Consolidation. On the Effective Date, the corporate existence of the First Surviving Bank and Prime shall, as provided in the provisions of law heretofore mentioned, be merged into and continued in Continuing Bank, and Continuing Bank shall be deemed to be a continuation in entity and identity of the First Surviving Bank and Prime. All rights, franchises and interests of the First Surviving Bank and Prime, respectively, in and to any type of property and choses in action shall be transferred to and vested in Continuing Bank by virtue of such Final Consolidation without any deed or other transfer. Continuing Bank, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises and interest, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, transfer agent or registrar of stocks and bonds, guardian of estates, assignee, receiver and committee of estates and lunatics, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by Sunbelt and Prime, respectively, as of the Effective Date. On the Effective Date, the directors and officers of Prime shall become the directors and officers of the Continuing Bank.
Sample 1

Related to Effect of Final Consolidation

  • Non-Consolidation The Borrower shall at all times act in a manner such that each of the assumptions made by Xxxxxxx Xxxx & Xxxxx LLP in their opinion delivered pursuant to Section 3.1(f)(ii) is true and accurate in all material respects. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Borrower LLC Agreement.

  • Effect of Merger, Consolidation, Etc At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

  • Evidence of Consolidation, Etc to Trustee. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.

  • Effect of Merger or Consolidation (a) At the effective time of the certificate of merger:

  • Merger, Consolidation, Etc The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

  • Tax Consolidation File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

  • Effect of Reclassification, Consolidation, Merger or Sale If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Article XVI herein. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at his address appearing on the Note register provided for in Section 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

  • Merger, Consolidation The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that:

  • Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  • Merger or Consolidation Section 8.11

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