Effect of the Consolidation. At the Effective Time, the effect of the Consolidation shall be as provided in Section 215 of the National Bank Act and the regulations of the OCC thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Parent Sub and the Converted Company shall vest in the Consolidated Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Parent Sub and the Converted Company shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Consolidated Corporation.
Effect of the Consolidation. On the Effective Date, the separate existence of BCB and Heritage shall cease and all of the property, real, personal, and mixed, and franchises of each of BCB and Heritage, and all debts due on whatever account to each of them, including subscriptions to shares and other choses in action, shall be taken and deemed to be transferred to and vested in the Holding Company, without further act or deed. The Holding Company shall thenceforth be responsible for all the liabilities and obligations of each of BCB and Heritage provided in the BCL.
Effect of the Consolidation. On the Effective Date, the corporate --------------------------- existence of the Bank and New Bank shall, as provided in the Act, be consolidated and continued in the Resulting Bank, and the Resulting Bank shall be deemed a continuation in entity and identity of each of the Consolidating Banks. The Resulting Bank shall be subject to all the liabilities, obligations and duties of each Consolidating Bank, and shall without the necessity of any conveyance, assignment or transfer become the owner of all of the assets of every kind and character formerly belonging to the Consolidating Banks. If either Consolidating Bank shall at the Effective Date be acting as trustee, guardian, executor, administrator or in any other fiduciary capacity, the Resulting Bank shall, without the necessity of any judicial action or action by the creator of such trust, continue such office, trust or fiduciary relationship and shall perform all of the duties and obligations and exercise all the powers and authority connected with or incidental to such fiduciary relationship in the same manner as though the Resulting Bank had been originally named or designated as such fiduciary. The naming or designating by a testator, or the creator of a living trust, of either of the Consolidating Banks to act as trustee, guardian, executor or in any other fiduciary capacity shall be considered the naming or designating of the Resulting Bank to act in such capacities.
Effect of the Consolidation. The Consolidation shall have the effects set forth in this Agreement and in the Corporation Act.
Effect of the Consolidation. The Consolidation shall have the effects on Newco and SBB as are specified in 12 USC § 215.
Effect of the Consolidation. At the Effective Time of the Consolidation, the Consolidated Bank shall be considered the same business and corporate entity as each of the Consolidation Sub and NYNB and thereupon and thereafter, all the property, rights, privileges, powers and franchises of each of the Consolidation Sub and NYNB shall vest in the Consolidated Bank and the Consolidated Bank shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of each of the Consolidation Sub and NYNB and shall have succeeded to all of each of their relationships, as fully and to the same extent as if such property, rights, privileges, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Consolidated Bank. In addition, any reference to either of the Consolidation Sub or NYNB in any contract or document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the Consolidated Bank if not inconsistent with the other provisions of the contract or document; and any pending action or other judicial proceeding to which either of the Consolidation Sub or NYNB is a party shall not be deemed to have abated or to have discontinued by reason of the Consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the Consolidation had occurred; or the Consolidated Bank may be substituted as a party to such action or proceeding, and any judgment, order or decree may be rendered for or against it that might have been rendered for or against either of the Consolidation Sub or NYNB if the Consolidation had not occurred.
Effect of the Consolidation. 4 1.8 Effect of the Merger....................................................4 1.9 Name of Consolidated Bank...............................................4 1.10 Articles of Association and Bylaws of Consolidated Bank.................4 1.11 Directors and Officers of Consolidated Bank.............................4 1.12 Name of Surviving Bank..................................................5 1.13 Articles of Association and Bylaws of Surviving Bank....................5 1.14 Directors and Officers of Surviving Bank................................5 1.15
Effect of the Consolidation. By virtue of the Consolidation and at the Effective Time of the Consolidation, all of the rights, privileges, powers and franchises and all property and assets of every kind and description of FCB Interim and AIB shall be vested in and be held and enjoyed by the Consolidated Bank, without further act or deed, and all the estates and interests of every kind of FCB Interim and AIB, including all debts due to either of them, shall be as effectively the property of the Consolidated Bank as they were of FCB Interim and AIB, and the title to any real estate vested by deed or otherwise in either FCB Interim or AIB shall not revert or be in any way impaired by reason of the Consolidation; and all rights of creditors and liens upon any property of FCB Interim and AIB shall be preserved unimpaired, and all debts, liabilities and duties of FCB Interim and AIB shall be debts, liabilities and duties of the Consolidated Bank and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it, and none of such debts, liabilities or duties shall be expanded, increased, broadened or enlarged by reason of the Consolidation.
Effect of the Consolidation. On the Effective Date, the separate existence of Patriot and FLC shall cease and all of the property, real, personal, and mixed, and franchises of each of Patriot and FLC, and all debts due on whatever account to each of them, including subscriptions to shares and other choses in action, shall be taken and deemed to be transferred to and vested in PBC, without further act or deed. PBC shall thenceforth be responsible for all the liabilities and obligations of each of Patriot and FLC provided in the BCL and the DGCL.
Effect of the Consolidation
