Common use of Effect of Merger Clause in Contracts

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as of a public or a private nature, of each of the Merging Corporations, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, and any claim existing or action or proceeding pending by or against any of the Merging Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Merger.

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with Time (as defined in Section 4.1 hereof) all and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all singular the rights, privileges, immunities powers and franchises, as well of a public or a private nature, of each of the Merging Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to either of them on whatever account, including subscriptions to shares, shares and all other choses things in action, and all and every other interest, of or belonging to or due to each either of the Merging Corporationsthem, shall be be, by operation of law or otherwise, taken and deemed to be transferred to to, and shall be vested in in, the Surviving Corporation without further act or deed; and all property, rights, privileges, powers and franchises and all any every other interest shall thereafter effectively be the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in any either of such corporations the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, merger; by the Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities debts, liabilities, obligations, duties and obligations (including all obligations of indemnification, if any) penalties of each of the Merging CorporationsConstituent Corporations and all said debts, liabilities, obligations, duties and any claim existing or action or proceeding pending by or against any of the Merging Corporations may be prosecuted penalties shall thenceforth attach to judgment as if the Merger had not taken place, or the Surviving Corporation and may be substituted in its placeenforced against it to the same extent as if said debts, liabilities, obligations, duties and penalties had been incurred or contracted by it. Neither No liability or obligation due or to become due at the Effective Time, or any claim or demand for any cause then existing against either of the Constituent Corporations or any shareholder, officer or director thereof, shall be released or impaired by the merger, and all rights of creditors nor any and all liens upon the property of any either of the Merging Constituent Corporations shall be impaired by the Mergerpreserved unimpaired.

Effect of Merger. (a) At the Effective Time, Heritage BIF and FDB shall be merged with and into Acquisition Corp Newco and Acquisition Newco Corp shall be the Surviving Corporation. Heritage BFI, FDB and Acquisition Corp Newco are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as of a public or a private nature, of each of the Merging Corporations, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, and any claim existing or action or proceeding pending by or against any of the Merging Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Merger.

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with From and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at after the Effective Time, the separate existence of Acquisition Sub shall cease, and the Surviving Corporation Entity shall thereupon and thereafter thereafter, to the extent consistent with its governing documents, possess all of the rights, privileges, immunities and franchises, as of a public or as well as a private nature, of each of the Merging Corporations, Constituent Entities; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses chose in action, and all each and every other interest, interest of or belonging to or due to each of the Merging Corporations, Constituent Entities shall be taken and deemed to be transferred to and vested in the Surviving Corporation Entity without further act or deed; and the title to any real estate, estate or any interest therein, therein vested in any either of such corporations the Constituent Entities shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation Entity shall assume and thenceforth be responsible and liable for all the liabilities liabilities, obligations and obligations (including all obligations of indemnification, if any) penalties of each of the Merging Corporations, Constituent Entities; and any claim claim, existing or action or proceeding proceeding, civil or criminal, pending by or against any either of the Merging Corporations Constituent Entities may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation Entity may be substituted in its place; and any judgment rendered against either of the Constituent Entities may be enforced against the Surviving Entity. Neither the rights of creditors nor any liens upon the property of any either of the Merging Corporations Constituent Entities shall be impaired by reason of the Merger.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage North Penn shall be merged with and into Acquisition Corp Xxxxxxx and Acquisition Corp the separate existence of North Penn shall cease. The articles of incorporation and bylaws of Xxxxxxx, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage articles of incorporation and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a Pennsylvania corporation and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. The Merger shall have the effects set forth in the PBCL. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses chooses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At On and after the Effective Time, Heritage the separate existence of CETAC shall cease and CETAC shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein BMTS, which as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon (herein sometimes so called) shall, consistently with its Articles of Incorporation succeed to, and thereafter without other transfer, possess all the rights, privileges, immunities immunities, powers and franchises, franchises of public as of a public or a well as private nature, and be subject to all restrictions, disabilities and duties of each CETAC; and all rights, privileges, immunities, powers and franchises of the Merging CorporationsCETAC, and all property, real, personal and mixed, causes of action and every other asset of, and all debts due to CETAC on whatever account, including account as well as stock subscriptions to shares, and all other choses things in actionaction or belonging to CETAC shall vest in the Surviving Corporation; and all property, rights, privileges, immunities, powers and franchises, and all and every other interest, of or belonging to or due to each of the Merging Corporations, interest shall be taken and deemed to be transferred to and vested in thereafter as effectually the property of the Surviving Corporation without further act or deed; as they were of CETAC, and the title to any real estateestate vested by deed or otherwise in CETAC, and the title to any real estate vested by deed or any interest therein, vested otherwise in any of such corporations CETAC shall not revert or be in any way impaired by reason but all rights of the Merger. Upon the terms creditors and subject all liens upon any property of CETAC shall be preserved unimpaired, and all debts, liabilities and duties of CETAC shall thenceforth attach to the conditions of this AgreementSurviving Corporation, and may be enforced against it to the Surviving Corporation shall assume and thenceforth be responsible and liable for all the same extent as if such debts, liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, and any claim existing duties had been incurred or contracted by it. Any action or proceeding pending by or against any of the Merging Corporations CETAC may be prosecuted to judgment as if judgment, which shall bind the Merger had not taken placeSurviving Corporation, or the Surviving Corporation may be proceeded against or substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Merger.

Effect of Merger. (a) At the Effective Time, Heritage Central Jersey shall be merged with and into Acquisition Corp OceanFirst and Acquisition Corp the separate existence of Central Jersey shall be cease. The Certificate of Incorporation and Bylaws of OceanFirst, as in effect on the Surviving Corporation. Heritage date hereof and Acquisition Corp are sometimes referred as otherwise amended prior to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, shall be the Certificate of Incorporation and the Bylaws of the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Delaware and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At From and after the Effective Time, Heritage the separate existence of Republic shall be merged with cease, and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter thereafter, to the extent consistent with its Articles of Incorporation, possess all of the rights, privileges, immunities and franchises, as of a public or as well as a private nature, of each of the Merging Constituent Corporations, ; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all each and every other interest, interest of or belonging to or due to each of the Merging Corporations, Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, estate or any interest therein, therein vested in any either of such corporations the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities liabilities, obligations and obligations (including all obligations of indemnification, if any) penalties of each of the Merging Constituent Corporations, ; and any claim claim, existing or action or proceeding proceeding, civil or criminal, pending by or against any either of the Merging Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Corporations may be enforced against the Surviving Corporation. Neither the rights of creditors nor any liens upon the property of any either of the Merging Constituent Corporations shall be impaired by reason of the Merger.

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality Time of the foregoing, at the Effective Timemerger, the Surviving Corporation shall thereupon succeed to, without other transfer, and thereafter shall possess and enjoy, all the rights, privileges, immunities immunities, powers and franchises, as both of a public or and a private nature, and be subject to all the restrictions, disabilities and duties of each of the Merging Corporations, TBFS and all QA. All property, real, personal and mixed, and all debts due to either TBFS or QA on whatever account, including subscriptions to shares, and for stock as well as for all other choses things in actionaction or belonging to TBFS and QA, shall be vested in the Surviving Corporation, and all and every other interest, of or belonging to or due to each interest shall be thereafter as effectually the property of the Merging CorporationsSurviving Corporation, shall be taken as they were of TBFS and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; QA, and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in any of such corporations either TBFS or QA shall not revert or be in any way impaired by reason of the Merger. Upon the terms merger; provided, however, that all rights of creditors and subject all liens upon any property of either TBFS or QA shall be preserved unimpaired, limited in lien to the conditions property affected by such liens at the Effective Time of this Agreementthe merger, and all debts, liabilities and duties of said TBFS and QA, respectively shall thenceforth attach to the Surviving Corporation shall assume and thenceforth may be responsible and liable for all enforced against it to the same extent as if said debts, liabilities and obligations (including all obligations of indemnificationduties has been incurred or contracted by the Surviving Corporation. Any existing claim, if any) of each of the Merging Corporations, and any claim existing or action or proceeding pending proceeding, whether civil, criminal or administrative by or against any of the Merging Corporations either TBFS or QA may be prosecuted to judgment or decree as if the Merger this merger had not taken place, or the Surviving Corporation Corporation, may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Mergersuch action or proceeding.

Effect of Merger. (a) At Upon the Effective Time, Heritage Date of Merger: A. The separate existence of Land shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporationscease." (b) Without limiting the generality of the foregoing, at the Effective Time, the B. The Surviving Corporation shall thereupon possess all the rights, privileges, immunities and thereafter powers and shall be subject to all of the duties and liabilities of a corporation organized under the laws of the State of Delaware. C. The Surviving Corporation shall possess all the rights, privileges, immunities and franchises, as whether of a public or a private nature, of each all of the Merging Corporations, and all . D. All property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, interest of or belonging to or due to each all of the Merging Corporations, Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . E. The title to any real estate, or any interest therein, vested in any of such corporations the Merging Corporations, shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the merger. F. The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including of all obligations of indemnification, if any) of each of the Merging Corporations, and any claim . G. Any claims existing or action actions or proceeding proceedings pending by or against any of the Merging Corporations may be prosecuted to judgment as if the Merger merger had not taken place, or the Surviving Corporation may be substituted in its place. . H. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Merger.

Effect of Merger. (a) At From and after the Effective Time, Heritage the separate existence of Acquisition Sub shall be merged with cease, and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter thereafter, to the extent consistent with its Certificate of Incorporation, possess all of the rights, privileges, immunities and franchises, as of a public or as well as a private nature, of each of the Merging Constituent Corporations, ; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all each and every other interest, interest of or belonging to or due to each of the Merging Corporations, Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, estate or any interest therein, therein vested in any either of such corporations the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities liabilities, obligations and obligations (including all obligations of indemnification, if any) penalties of each of the Merging Constituent Corporations, ; and any claim claim, existing or action or proceeding proceeding, civil or criminal, pending by or against any either of the Merging Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place; and any judgment rendered against either of the Constituent Corporations may be enforced against the Surviving Corporation. Neither the rights of creditors nor any liens upon the property of any either of the Merging Constituent Corporations shall be impaired by reason of the Merger.

Effect of Merger. (a) At Subject to the terms and conditions of this Agreement and the Merger Certificate, at the Effective Time, Heritage : (i) the separate existence of Tunes shall cease and Tunes shall be merged with and into Acquisition Corp Merger Sub (Merger Sub and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp Tunes are each sometimes referred to collectively herein as the "Merging Constituent Corporations.," and Merger Sub, after the Merger, is sometimes referred to as the " Surviving Corporation") and (bii) Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, as of a public or as well as of a private nature, of each of the Merging Constituent Corporations, ; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, interest of or belonging to or due to each of the Merging Corporations, Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any either of such corporations the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms such merger or consolidation; and subject to the conditions of this Agreement, the Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Constituent Corporations, ; and any claim existing or action or proceeding pending by or against any of the Merging Corporations a Constituent Corporation may be prosecuted to judgment as if the Merger such merger or consolidation had not taken place, or ; and neither the Surviving Corporation may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations Constituent Corporation shall be impaired by the Merger.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage ------------------ Community shall be merged with and into Acquisition Corp Sun and Acquisition Corp the separate existence of Community shall cease. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Sun, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage Amended and Acquisition Corp are sometimes referred to collectively herein as Restated Certificate of Incorporation and the "Merging Corporations." (b) Without limiting the generality Amended and Restated Bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of New Jersey and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality Time of the foregoing, at the Effective Timemerger, the Surviving Corporation shall thereupon succeed to, without other transfer, and thereafter shall possess and enjoy, all the rights, privileges, immunities immunities, powers and franchises, as both of a public or and a private nature, and be subject to all the restrictions, disabilities and duties of each of the Merging Corporations, TAC and all PBI. All property, real, personal and mixed, and all debts due to either TAC or PBI on whatever account, including subscriptions to shares, and for stock as well as for all other choses things in actionaction or belonging to TAC and PBI, shall be vested in the Surviving Corporation, and all and every other interest, of or belonging to or due to each interest shall be thereafter as effectually the property of the Merging CorporationsSurviving Corporation, shall be taken as they were of TAC and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; PBI, and the title to any real estate, estate vested by deed or any interest therein, vested otherwise in any of such corporations either TAC or PBI shall not revert or be in any way impaired by reason of the Merger. Upon the terms merger; provided, however, that all rights of creditors and subject all liens upon any property of either TAC or PBI shall be preserved unimpaired, limited in lien to the conditions property affected by such liens at the Effective Time of this Agreementthe merger, and all debts, liabilities and duties of said TAC and PBI, respectively shall thenceforth attach to the Surviving Corporation shall assume and thenceforth may be responsible and liable for all enforced against it to the same extent as if said debts, liabilities and obligations (including all obligations of indemnificationduties has been incurred or contracted by the Surviving Corporation. Any existing claim, if any) of each of the Merging Corporations, and any claim existing or action or proceeding pending proceeding, whether civil, criminal or administrative by or against any of the Merging Corporations either TAC or PBI may be prosecuted to judgment or decree as if the Merger this merger had not taken place, or TAC, as the Surviving Corporation Corporation, may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Mergersuch action or proceeding.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage the Bank shall be merged with and into Acquisition Corp ST-Bank and Acquisition Corp the separate existence of the Bank shall cease. The Articles of Incorporation and Bylaws of ST-Bank, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage Articles of Incorporation and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality Bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Texas and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither rights of creditors nor any liens upon the property of any of the Merging Corporations shall be impaired by the Merger.in

Effect of Merger. (a) At the Effective Time, Heritage Farnsworth shall be merged with xxxx xxx into Sterling and into Acquisition Corp the separate existence of Farnsworth shall cease. Thx Xxxxxxxxate of Incorporation and Acquisition Corp shall be Bylaws of Sterling, as in effect on the Surviving Corporation. Heritage date hereof and Acquisition Corp are sometimes referred as otherwise amended prior to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at the Effective Time, shall be the Certificate of Incorporation and the Bylaws of the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of New Jersey and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage the effect of ---------------- the Merger shall be merged with and into Acquisition Corp and Acquisition Corp shall be as provided in the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality applicable provisions of the foregoing, at Utah Revised Business Corporation Act. At the Effective TimeTime of the Merger, the separate existence of HDSU shall cease and, in accordance with the terms of this Agreement, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchisesfranchises of a public, as well as of a public or a private private, nature, of each of the Merging Corporations, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, all taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest, interest of or belonging to or due to each of the Merging Corporations, COMPANY and HDSU shall be taken and deemed to be transferred to to, and vested in in, the Surviving Corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this AgreementExcept as otherwise provided herein, the Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, COMPANY and HDSU and the Surviving Corporation shall be substituted for the COMPANY or HDSU with respect to any claim existing existing, or action or proceeding pending pending, by or against any of the Merging Corporations may be prosecuted to judgment as if the Merger had not taken place, COMPANY or the Surviving Corporation may be substituted in its placeHDSU. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations COMPANY or HDSU shall be impaired by the Merger, and all debts, liabilities and duties of the COMPANY and HDSU shall attach to the Surviving Corporation, and may be enforced against such Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by such Surviving Corporation.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage ---------------- Community shall be merged with and into Acquisition Corp Sun and Acquisition Corp the separate existence of Community shall cease. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Sun, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage Amended and Acquisition Corp are sometimes referred to collectively herein as Restated Certificate of Incorporation and the "Merging Corporations." (b) Without limiting the generality Amended and Restated Bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of New Jersey and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At the Effective Time, Heritage shall be merged with and into Acquisition Corp and Acquisition Corp shall be the Surviving Corporation. Heritage and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality of the foregoing, at after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities immunities, powers and franchises, as of a public or as well as a private nature, of each of the Merging Constituent Corporations, and all . All property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interestinterest of, of or belonging to to, or due to to, each of the Merging Corporations, Constituent Corporations shall be taken and deemed to be transferred to and vested in in, or continue to be vested in, the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any either of such corporations the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume thereupon and thenceforth thereafter be responsible and liable for all of the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, Constituent Corporations and any claim existing existing, or action or proceeding pending by or against any either of the Merging Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or against the Surviving Corporation may be substituted in its placeplace of either or both of the Constituent Corporations. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations either Constituent Corporation shall be impaired by the Merger. All corporate acts, plans, policies, agreements, arrangements, approvals and authorizations of Midland, its stockholders, board of directors and committees thereof, officers and agents, which were valid and effective immediately prior to the Effective Time of the Merger, shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of the Surviving Corporation and shall be effective and binding thereon as if the same were with respect to Midland. The employees and agents of Midland shall become the employees and agents of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees and agents of Midland.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage Monticello shall be merged with and into Acquisition Corp CapitalSouth and Acquisition Corp the separate existence of Monticello shall cease. The Certificate of Incorporation and Bylaws of CapitalSouth, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage Certificate of Incorporation and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality Bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Delaware and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither ; provided that neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.

Effect of Merger. (a) At the Effective TimeTime of the Merger, Heritage CENIT shall be merged with and into Acquisition Corp ST-Sub and Acquisition Corp the separate existence of CENIT shall cease. The Articles of Incorporation and Bylaws of ST-Sub, as in effect on the date hereof and as otherwise amended prior to the Effective Time of the Merger, shall be the Surviving Corporation. Heritage Articles of Incorporation and Acquisition Corp are sometimes referred to collectively herein as the "Merging Corporations." (b) Without limiting the generality Bylaws of the foregoing, at the Effective Time, the Surviving Corporation until further amended as provided therein and in accordance with applicable law. The Surviving Corporation shall thereupon and thereafter possess have all the rights, privileges, immunities and franchisespowers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Alabama and shall thereupon and thereafter possess all other privileges, immunities and franchises of a private, as well as of a public or a private nature, of each of the Merging Corporations, and all property, constituent corporations. All property (real, personal and mixed, ) and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the Merging Corporations, constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the . The title to any real estate, or any interest therein, vested in any of such the constituent corporations shall not revert or be in any way impaired by reason of the Merger. Upon the terms and subject to the conditions of this Agreement, the The Surviving Corporation shall assume and thenceforth be responsible and liable for all the liabilities and obligations (including all obligations of indemnification, if any) of each of the Merging Corporations, constituent corporations so merged and any claim existing or action or proceeding pending by or against any either of the Merging Corporations constituent corporations may be prosecuted to judgment as if the Merger had not taken place, place or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of the Merging Corporations constituent corporation shall be impaired by the Merger.