Effect of Mergers. In the event of a merger of FHLBanks, a sale of the assets and assumption of the liabilities of an FHLBank, a reorganization or other consolidation of two or more FHLBanks (“Merger”), the proposed treatment of, and the pro forma amount of, the Restricted Retained Earnings account of the surviving FHLBank(s) shall be set forth in the publicly available portion of the application to the FHFA regarding such Merger, and provided to the parties of this Agreement that are not involved in such transaction. Notwithstanding the other provisions of this Agreement, in the event of a Merger, the surviving FHLBank’s RREM shall be lowered permanently by all, or a portion of, the amount, prior to the Merger, of the Restricted Retained Earnings of the acquired FHLBank (which was deemed the acquired FHLBank for purposes of GAAP) to the extent, and in the amount, permitted by the FHFA’s approval of a Capital Plan amendment effective upon the consummation of such Merger.
Effect of Mergers. At the Effective Time of the Mergers, the effect of the Mergers shall be as provided in the applicable provisions of the General Corporation Law of the State of Delaware (the "Delaware GCL") and the laws of the State in which each COMPANY is incorporated. Except as herein specifically set forth, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of each COMPANY shall continue unaffected and unimpaired by the Mergers and the corporate franchises, existence and rights of each NEWCO shall be merged with and into the respective COMPANIES, and the COMPANIES, as the Surviving Corporations, shall be fully vested therewith. At the Effective Time of the Mergers, the separate existence of each NEWCO shall cease and, in accordance with the terms of this Agreement, the Surviving Corporations shall possess all of the rights, privileges, immunities and franchises, of a public, as well as of a private, nature, and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all Taxes, including those due and owing and those accrued, and all other choses in action, and all and every other interest of or belonging to or due to each NEWCO and each COMPANY shall be taken and deemed to be transferred to, and vested in, the respective Surviving Corporations without further act or deed; and all property, rights and privileges, powers and franchises and all and every other interest shall be thereafter as effectively the property of the respective Surviving Corporations as they were of each NEWCO and each COMPANY; and the title to any real estate, or interest therein, whether by deed or otherwise, under the laws of the states of incorporation vested in each respective NEWCO and COMPANY, shall not revert or be in any way impaired by reason of the Mergers. Except as otherwise provided herein, each Surviving Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of the respective NEWCO and COMPANY and any claim existing, or action or proceeding pending, by or against a NEWCO or COMPANY may be prosecuted as if the Merger involving such NEWCO or COMPANY had not taken place, or the respective Surviving Corporation may be substituted in their place. Neither the rights of creditors nor any liens upon the property of a NEWCO or COMPANY shall be impaired by the Merger involving such NEWCO or COMPANY, and all debts, liabilities and duties of suc...
Effect of Mergers. Neither the execution and delivery of this Agreement nor the consummation of the Transactions (alone or in connection with additional or subsequent events) or any termination of employment or service in connection therewith will (i) result in any payment or benefit (including severance, golden parachute, bonus or otherwise) becoming due to any Employee, (ii) result in any forgiveness of Indebtedness, (iii) materially increase any payments or benefits otherwise payable or to be provided by the Company or any Subsidiary or (iv) result in the acceleration of the time of payment or vesting of any such payments or benefits except as required under Section 411(d)(3) of the Code.
Effect of Mergers. The parties agree to the following ----------------- provisions with respect to the Mergers:
Effect of Mergers consolidations or Sales of Assets. In the event Company should propose to merge or consolidate with, or engage in some other form of business combination with, any other corporation or entity on a basis in which Company is not to be the surviving entity, then as a condition precedent to proceeding with such merger, consolidation or other business combination, the Company shall require the surviving entity to assume and perform all of Company's obligations under the right to acquire the same securities and property for the Warrant exercise price specified herein as Warrant Holder would have received if Warrant Holder had exercised the Warrant immediately prior to such merger, consolidation or other business combination. To the extent the above may be inconsistent with Sections 424 (a) ( 1) and (2) of the Code, the above shall be deemed interpreted so as to comply therewith.
Effect of Mergers. At the Merger Effective Time: (a) STT2, XXXX0 xxx STP2 will merge with and into STP; (b) the separate existence of the Merging Entities will cease; (c) the ownership interests of the Merging Entities and of the Surviving Entity will be converted as provided in this Plan and Agreement of Merger; and (d) the Merger will otherwise have the effect provided under the applicable laws of the States of Delaware and Georgia.
Effect of Mergers. On the terms and subject to the conditions set forth herein, at the First Effective Time (except as otherwise set forth below), by virtue of the First Merger and without any further action on the part of any Party or any other Person, the following shall occur:
Effect of Mergers. The Mergers shall have the effects set forth in this Agreement, the Merger 1 Certificate of Merger, the Merger 2 Certificate of Merger and the DGCL. Without limiting the generality of the foregoing and subject thereto, by virtue of: (a) Merger 1 and without further act or deed, at the Merger 1 Effective Time, all of the property, rights, privileges, agreements, powers and franchises of Merger Sub 1 and Four Leaf shall vest in Four Leaf and all of the debts, Liabilities, obligations and duties of Four Leaf and Merger Sub 1 shall become the debts, Liabilities, obligations and duties of Merger 1 Surviving Corporation; and (b) Merger 2 and without further act or deed, at the Merger 2 Effective Time, all of the property, rights, privileges, agreements, powers and franchises of Four Leaf and Merger Sub 2 shall vest in the Merger 2 Surviving Corporation and all of the debts, Liabilities, obligations and duties of Four Leaf and Merger Sub 2 shall become the debts, Liabilities, obligations and duties of the Merger 2 Surviving Corporation.
Effect of Mergers. (a) At the First Effective Time, the effect of the First Merger will be as provided in this Agreement, the First Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges and franchises of each of SPAC and New PubCo shall vest in the SPAC Surviving Entity and all debts, liabilities, obligations and duties of each of SPAC and New PubCo shall become debts, liabilities, obligations and duties of the SPAC Surviving Entity.
(b) At the Second Effective Time, the effect of the Second Merger will be as provided in this Agreement, the Second Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges and franchises of each of Merger Sub and SPAC Surviving Entity shall vest in the Surviving Entity and all debts, liabilities, obligations and duties of each of Merger Sub and SPAC Surviving Entity shall become debts, liabilities, obligations and duties of the Surviving Entity.
Effect of Mergers. (a) At the First Effective Time, the effect of the First Merger will be as provided in this Agreement, the First Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges of each of SPAC and New PubCo shall vest in the SPAC Surviving Entity and all debts, liabilities, obligations and duties of each of SPAC and New PubCo shall become debts, liabilities, obligations and duties of the SPAC Surviving Entity.
(b) At the Second Effective Time, the effect of the Second Merger will be as provided in this Agreement, the Second Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges of each of Merger Sub and SPAC Surviving Entity shall vest in the Surviving Entity and all debts, liabilities, obligations and duties of each of Merger Sub and SPAC Surviving Entity shall become debts, liabilities, obligations and duties of the Surviving Entity.
