Common use of Effect of Merger and Surviving Corporation Clause in Contracts

Effect of Merger and Surviving Corporation. At the Effective Time of the Merger, Security Acquisition will be merged with ------------------------------------------- and into Bancorp pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition and Bancorp shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition and Bancorp, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition and Bancorp, and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition or Bancorp shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition and Bancorp shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition and Bancorp shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

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Effect of Merger and Surviving Corporation. At the Effective ------------------------------------------ Time of the Merger, Security Acquisition BAB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition BAB and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition BAB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition BAB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition BAB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition BAB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition BAB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Bay Area Bancshares)

Effect of Merger and Surviving Corporation. At the Effective Time of ------------------------------------------ the Merger, Security Acquisition BCS will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition BCS and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition BCS and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition BCS and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition BCS or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition BCS and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition BCS and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time ------------------------------------------ of the Merger, Security Acquisition MDB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition MDB and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition MDB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition MDB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition MDB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition MDB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition MDB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time ------------------------------------------ of the Merger, Security Acquisition BCS will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition BCS and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition BCS and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition BCS and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition BCS or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition BCS and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition BCS and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Bay Commercial Services)

Effect of Merger and Surviving Corporation. At the Effective Time ------------------------------------------ of the Merger, Security Acquisition Newco will be merged with ------------------------------------------- and into Bancorp BOP pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition Newco and Bancorp BOP shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition Newco and BancorpBOP, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition Newco and Bancorp, BOP and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition Newco or Bancorp BOP shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition Newco and Bancorp BOP shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition Newco and Bancorp BOP shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective ------------------------------------------ Time of the Merger, Security Acquisition PRB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, at the Effective Time of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition PRB and Bancorp GBB as they exist at the Effective Time of the Merger shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition PRB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition PRB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition PRB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition PRB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition PRB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time ------------------------------------------ of the Merger, Security Acquisition SJNB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of this Agreement and the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition SJNB and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition SJNB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition SJNB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition SJNB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition SJNB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition SJNB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time ------------------------------------------ of the Merger, Security Acquisition Newco will be merged with ------------------------------------------- and into Bancorp BSC pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition Newco and Bancorp BSC shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition Newco and BancorpBSC, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition Newco and Bancorp, BSC and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition Newco or Bancorp BSC shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition Newco and Bancorp BSC shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition Newco and Bancorp BSC shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

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Effect of Merger and Surviving Corporation. At the Effective Time of ------------------------------------------ the Merger, Security Acquisition BAB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition BAB and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition BAB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition BAB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition BAB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition BAB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition BAB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan (Greater Bay Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time of the Merger, Security Acquisition Coast will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition Coast and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition Coast and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition Coast and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition Coast or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition Coast and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition Coast and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Coast Bancorp)

Effect of Merger and Surviving Corporation. At the Effective Time of the Merger, Security Acquisition ONB will be merged with ------------------------------------------- and into Bancorp CVB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition ONB and Bancorp CVB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition ONB and BancorpCVB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition ONB and Bancorp, CVB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition ONB or Bancorp CVB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition ONB and Bancorp CVB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition ONB and Bancorp CVB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (CVB Financial Corp)

Effect of Merger and Surviving Corporation. At the Effective Time of ------------------------------------------ the Merger, Security Acquisition SJNB will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of this Agreement and the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition SJNB and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition SJNB and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition SJNB and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition SJNB or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition SJNB and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition SJNB and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SJNB Financial Corp)

Effect of Merger and Surviving Corporation. At the Effective Time of ------------------------------------------ the Merger, Security Acquisition Coast will be merged with ------------------------------------------- and into Bancorp GBB pursuant to the terms, conditions and provisions of the Agreement of Merger and in accordance with the applicable provisions of the CGCL. By virtue of the Merger, all the rights, privileges, powers and franchises and all property and assets of every kind and description of Security Acquisition Coast and Bancorp GBB shall be vested in and be held and enjoyed by the Surviving Corporation, without further act or deed, and all the interests of every kind of Security Acquisition Coast and BancorpGBB, including all debts due to either of them on whatever account, shall be the property of the Surviving Corporation as they were of Security Acquisition Coast and Bancorp, GBB and the title to any interest in real property and any interest in personal property vested by deed or otherwise in either Security Acquisition Coast or Bancorp GBB shall not revert or be in any way impaired by reason of the Merger; and all rights of creditors and liens upon any property of Security Acquisition Coast and Bancorp GBB shall be preserved unimpaired and all debts, liabilities and duties of Security Acquisition Coast and Bancorp GBB shall be debts, liabilities and duties of the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Greater Bay Bancorp)

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