Effect of the Merger. As of the Effective Date, all of the following shall occur: (a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation. (b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith. (c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger. (d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek. (e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek. (f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed. (g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred. (h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek. (i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment. (j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws. (k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 2 contracts
Samples: Merger Agreement (Careertek Org Inc), Merger Agreement (Careertek Org Inc)
Effect of the Merger. As (a) Surviving LLC shall, without transfer, as of the Effective DateTime and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the following restrictions, disabilities, and duties of each of the Merger Participants, and all obligations of or belonging to or due to either of the Merger Participants, shall occur:
(a) The separate existence be vested in the Surviving LLC without further act or deed; all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights privileges, existence, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving LLC as effectively as when they were the property of the Merger Participants, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Merger Participants shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Merger Participants existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Merger Participants shall thenceforth attach to the Surviving LLC and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Merger Participant shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving LLC may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders S Corp and its shareholders, Board of Directors Directors, committees elected or appointed by its Board of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be treated for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving LLC and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging with respect to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.S Corp.
Appears in 2 contracts
Samples: Merger Agreement (Meruelo Maddux Properties, Inc.), Merger Agreement (Meruelo Maddux Properties, Inc.)
Effect of the Merger. As of (a) Upon the Effective DateTime, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute)estate, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinproperty, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, powers and franchises of each of the Seller and the Merger Subsidiary and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and all other things choses in action belonging to Careertekany of them, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over be transferred to and vested in Careertek Acquisitionthe Surviving Corp., without further act or deed., and all claims, demands, property and other interest shall be the property of the Surviving Corp., and the title to all real estate vested in each of the Seller or Merger Subsidiary shall not revert or be in any way impaired by reason of the Merger, but shall be vested in the Surviving Corp.
(gb) No claim pending at Upon the Effective Date by Time, the rights of creditors of each of the Seller and the Merger Subsidiary shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against any of Careerteksuch corporation, or any stockholder, director, or officer or director thereof, shall axxxx be released or be discontinued impaired by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek Surviving Corp. shall be preserved unimpaireddeemed to have assumed, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition liable for, all liabilities and obligations of each of the Seller and the Merger Subsidiary in the same manner and to the same extent as if all the Surviving Corp. had itself incurred such debtsliabilities or obligations. The stockholders, liabilities directors, and duties had been incurred or contracted by Careertek.
(i) The Articles officers of Incorporation each of Careertek Acquisition, as in effect on the Effective Date, Seller and the Merger Subsidiary shall continue to be subject to all liabilities, claims and demands existing against them as such at or before the Articles Merger. No action or proceeding then pending before any court or tribunal of Incorporation The Commonwealth of Careertek Acquisition without change Massachusetts or amendment.
(j) The Bylaws of Careertek Acquisitionotherwise in which either the Seller and the Merger Subsidiary is a party, as or in effect on the Effective Datewhich any such stockholder, director, or officer is a party, shall continue abatx xx be discontinued by reason of the Merger, but any such action or proceeding may be prosecuted to final judgment as though no merger had taken place, or the Surviving Corp. may be substituted as a party in place of either the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, Seller and the officers of Careertek Acquisition shall be Merger Subsidiary by the officers specified court in the registration statementwhich such action or proceeding is pending.
Appears in 2 contracts
Samples: Affiliation Agreement (Ust Corp /Ma/), Affiliation Agreement and Plan of Reorganization (Ust Corp /Ma/)
Effect of the Merger. As Subject to the terms of this Agreement, and as more fully set forth and supplemented by other provisions herein, upon the Effective Date, all of Date and pursuant to the following shall occurMerger:
(a) The Transitory will merge with and into CME, the separate existence of Transitory shall cease, except to the extent provided by the laws of the State of Delaware in the case of a corporation after its merger into another corporation, and corporate organization of Careertek CME shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporationthe Surviving Corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek All Membership Interests in Transitory shall be merged with and converted into Careertek Acquisition shares of the common stock of CME as the surviving corporation, shall be fully vested therewithprovided in Section 3.1 of this Agreement.
(c) Neither The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, as well of a public as of a private nature, of each of the Constituent Corporations, and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares or membership interests and all other choses in action, and all and every other interest of, or belonging to, each of the 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 all real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(d) The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or proceeding pending by or against either of the 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 neither the rights of creditors nor any liens upon or security interests in the property of Careertek either of the Constituent Corporations shall be impaired by the Merger.
(di) The respective assets of Transitory and CME shall be taken up or continued on the books of the Surviving Corporation in the amounts at which such assets shall have been carried on their respective books immediately prior the Effective Date; and (ii) the respective liabilities and reserves of Transitory and CME shall be taken up or continued on the books of the Surviving Corporation in the amounts at which such liabilities and reserves shall have been carried on their respective books immediately prior to the Effective Date.
(f) All corporate acts, plans, policies, agreements agreements, arrangements, approvals and authorizations of the shareholders and Transitory, its Members, Board of Directors of Careertek and of its respective officerscommittees thereof, directors officers and agents, which were valid and effective immediately prior to the Effective Date, Date shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to Transitory.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 2 contracts
Samples: Merger Agreement (Chicago Mercantile Exchange Inc), Merger Agreement (Chicago Mercantile Exchange Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Company and corporate organization of Careertek Val Cor shall cease (except insofar be a single corporation, which shall be Val Cor. Val Cor is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is hereinafter sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Company shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Colorado Business Corporation Act.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the Company's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of Val Cor as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Colorado law.
(g) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall represented shares of Company Common Stock shall, without further action, cease to be the acts, plans, policies, agreements, approvals an issued and authorizations of Careertek Acquisition existing share and shall be as effective converted into a right to receive from Zions Bancorp, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all purposes represent the right to receive, upon surrender of the obligations and liabilities certificate formerly representing such shares, the number of Careertek.
(f) The rightsshares of Zions Bancorp Stock specified in Article III; provided that, privilegeswith respect to any matters relating to stock certificates representing Company Common Stock, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at Zions Bancorp may rely conclusively upon the Effective Date by or against any record of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued stockholders maintained by the Merger, but may be enforced, prosecuted, settled or compromised as if Company containing the Merger had not occurred.
(h) All rights names and addresses of employees and creditors and all liens upon the property holders of Careertek shall be preserved unimpaired, limited in lien to record of the property affected by such liens Company's Common Stock at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 2 contracts
Samples: Merger Agreement (Zions Bancorporation /Ut/), Merger Agreement (Zions Bancorporation /Ut/)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Company and corporate organization of Careertek Zions Bancorp shall cease (except insofar be a single corporation, which shall be Zions Bancorp. Zions Bancorp is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is hereinafter sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Company shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Utah Business Corporation Act.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the Company's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of Zions Bancorp as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Utah law.
(g) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall represents shares of Company Common Stock shall, without further action, cease to be the acts, plans, policies, agreements, approvals an issued and authorizations of Careertek Acquisition existing share and shall be as effective converted into a right to receive from Zions Bancorp, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all purposes represent the right to receive, upon surrender of the obligations certificate representing such shares, the number of shares of Zions Bancorp Stock and liabilities the amount of Careertek.
(f) The rightscash specified in Article III; provided that, privilegeswith respect to any matters relating to stock certificates representing Company Common Stock, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at Zions Bancorp may rely conclusively upon the Effective Date by or against any record of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued stockholders maintained by the Merger, but may be enforced, prosecuted, settled or compromised as if Company containing the Merger had not occurred.
(h) All rights names and addresses of employees and creditors and all liens upon the property holders of Careertek shall be preserved unimpaired, limited in lien to record of the property affected by such liens Company's Common Stock at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/), Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence At the Effective Time, the effect of the Merger will be as provided in this Agreement and corporate organization as provided in Section 607.1105 of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth the Florida Statutes and Section 92A.200 of the Nevada Revised Statutes. Without limiting the generality of the foregoing and in accordance with Section 1.18 herein, and subject thereto, at the corporate identityEffective Time all the property, existencerights, purposesprivileges, powers, franchises, rights powers and immunities franchises of Careertek Acquisition shall continue unaffected Merger Sub and unimpaired by the MergerCompany will vest in the Surviving Corporation, and in accordance with the corporate identityterms outlined herein all debts, existenceliabilities and duties of Merger Sub and the Company will become the debts, purposes, powers, franchises liabilities and immunities duties of Careertek shall be merged with the Surviving Corporation and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All all corporate acts, plans, policies, agreements contracts, approvals and authorizations of Merger Sub and the shareholders Company and Board their respective shareholders, boards of Directors of Careertek and of its respective officersdirectors, directors committees elected or appointed thereby, officers and agents, which were valid and effective immediately prior to the Effective DateTime, shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to Merger Sub and the Company, respectively, as of the Effective Time. As of the Effective Time, the Surviving Corporation will be a wholly-owned subsidiary of Parent.
(eb) Careertek Acquisition shall be liable for At the Effective Time, all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and interests of Merger Sub and the Company, respectively, in and to any type of property and chooses in action shall be vested in the Surviving Corporation by virtue of the Merger without any deed or other transfer. The Surviving Corporation, without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, realfranchises and interests, personal including appointments, designations and mixednominations, and debts due on whatever account and all other things rights and interests as trustee, executor, administrator, transfer agent or registrar of stocks and bonds, guardian, assignee, receiver and in action belonging to Careertekevery other fiduciary capacity, shall be, in the same manner and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debtsrights, liabilities franchises and duties had been incurred interests were held or contracted enjoyed by Careertek.
(i) The Articles of Incorporation of Careertek AcquisitionMerger Sub and the Company, respectively, as in effect on of the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendmentTime.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of On the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinTime, the corporate identityexistence of OpCo shall, existenceas provided in the BCA, purposes, powers, franchises, rights be merged into and immunities of Careertek Acquisition shall continue unaffected and unimpaired by continued in the MergerSurviving Corporation, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek Surviving Corporation shall be merged with deemed a continuation in entity and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights identity of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations each of the shareholders Constituent Corporations. The Surviving Corporation shall, from and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to after the Effective DateTime, shall be possess all the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers and franchises of whatsoever nature and description, inchoate as well as a public or private nature, and be subject to all the restrictions, liabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, tangible and intangible, real, personal and mixed, and debts due to either of the Constituent Corporations on whatever account and as well for stock subscriptions as all other things in action or belonging to Careertekeach of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, shall berights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they hereby arewere of the several and respective Constituent Corporations, bargained, conveyed, granted, confirmed, transferred, assigned and set over the title to and any real estate vested by deed or otherwise in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, the Constituent Corporations shall axxxx not revert or be discontinued in any way impaired by reason of the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) . All rights of employees and creditors and all liens upon the property of Careertek the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek the Constituent Corporations shall thenceforth attach to Careertek Acquisition the Surviving Corporation, and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such said debts, liabilities and duties had been incurred or contracted by Careertekit. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or the Surviving Corporation may be substituted in such action or proceeding.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Bti Telecom Corp)
Effect of the Merger. As of At the Effective Date, all of the following shall occurTime:
(a) The separate existence CNB Bank and corporate organization of Careertek NBT Bank shall cease (except insofar be a single association, which shall be NBT Bank. NBT Bank is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities The separate existence of Careertek Acquisition CNB Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding [____] shares of common stock of NBT Bank, each of $[____] par value, will remain outstanding as shares of the $[____] par value common stock of NBT Bank, and the holders of such stock shall retain their present rights.
(d) The shares of CNB Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of CNB Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"NBT Bank, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, NBT Bank as in effect on they exist immediately prior to the Effective Date, Time shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, NBT Bank as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Time shall be the officers specified in By-Laws of the registration statementSurviving Association until later amended pursuant to the laws of the United States.
Appears in 1 contract
Samples: Merger Agreement (NBT Bancorp Inc)
Effect of the Merger. As of (a) At the Effective DateTime, the Surviving Corporation shall, without transfer, thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the following restrictions, disabilities, and duties of each of the Constituent Corporations, and all obligations of, or belonging to, or due to, either of the Constituent Corporations, shall occur:
(a) The separate existence be vested in the Surviving Corporation without further act or deed; all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving Corporation as effectively as when they were the property of the Constituent Corporations, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Constituent Corporations existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders Wherify and its shareholders, Board of Directors Directors, committees elected or appointed by its Board of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to Wherify.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Iq Biometrix Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occurTime:
(a) The separate existence Central National and corporate organization of Careertek NBT Bank shall cease (except insofar be a single association, which shall be NBT Bank. NBT Bank is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities The separate existence of Careertek Acquisition Central National shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding 5,000,000 shares of common stock of NBT Bank, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of NBT Bank, and the holders of such stock shall retain their present rights.
(d) The shares of Central National Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of Central National. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"NBT Bank, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, NBT Bank as in effect on they exist immediately prior to the Effective Date, Time shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, NBT Bank as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Time shall be the officers specified in By-Laws of the registration statementSurviving Association until later amended pursuant to the laws of the United States.
Appears in 1 contract
Samples: Merger Agreement (NBT Bancorp Inc)
Effect of the Merger. As The effect of the Effective Date, all Merger shall be as provided by the applicable provisions of the following shall occur:
(a) The laws of Washington and Delaware. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger: the separate existence of Drummond shall cease; the Surviving Xxxxxxation shall possess all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority, of Careertek Acquisition a public as well as a private nature, of all of the Constituent Corporations, all obligations belonging to or due any of the Constituent Corporations shall continue unaffected be vested in and unimpaired become the obligations of, the Surviving Corporation without further act or deed; title to any real estate or any interest therein vested in any of the Constituent Corporations shall be vested in and become the obligations of the Surviving Corporation without further act or deed; title to any real estate or any interest therein shall not revert or in any way be impaired by reason of the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the ; all rights of creditors nor any and all liens upon or security interests in the any property of Careertek any of the Constituent Corporations shall be impaired by preserved unimpaired; and the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition Surviving Corporation shall be liable for all the obligations of the obligations Constituent Corporations and liabilities of Careertek.
(f) The rightsany claim existing, privilegesor action or proceeding pending, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but Constituent Corporations may be enforcedprosecuted to judgment with right of appeal, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights taken place. If at any time after the Effective Time of employees the Merger the Surviving Corporation shall consider it to be advisable that any further conveyances, agreements, documents, instruments, and creditors assurances of law or any other things are necessary or desirable to vest, perfect, confirm, or record in the Surviving Corporation the title to any property, rights, privileges, powers, and franchises of the Constituent Corporations or otherwise to carry out the provisions of this Agreement, the proper directors and officers of the Constituent Corporations last in office shall execute and deliver, upon the Surviving Corporations request, any and all liens upon the property of Careertek shall be preserved unimpairedproper conveyances, limited in lien to the property affected by such liens at the Effective Dateagreements, documents, instruments, and assurances of law, and do all things necessary or proper to vest, perfect, or confirm title to such property, rights, privileges, powers, and title to such property, rights, privileges, powers, and franchises in the debtsSurviving Corporation, liabilities and duties of Careertek shall attach otherwise to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with carry out the provisions thereof and applicable lawsof this Agreement.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at and after the Effective Date, Time: (i) the Surviving Corporation shall possess all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers and franchises, inchoate and be subject to all the restrictions, liabilities and duties of each of the Merger Sub and the Company; (ii) all the rights, franchises privileges, immunities, powers 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 account, including, without limitation, all choses in action, and all and every other things in action interest of or belonging to Careertek, or due to either the Merger Sub or the Company shall bebe taken and deemed to be transferred to, and they hereby arevested in, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, the Surviving Corporation without further act or deed.
(g) No claim pending at ; and all property, rights and privileges, immunities, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of either Merger Sub or the Company prior to the Effective Date by or against any Time; and (iii) subject to the terms of Careertekthis Agreement, or any stockholderall debts, officer or director thereofliabilities, duties and obligations of the Company shall axxxx or become the debts, liabilities, duties and obligations of the Surviving Corporation, and the Surviving Corporation shall henceforth be discontinued responsible and liable for all the debts, liabilities, duties and obligations of the Company, and the rights of creditors of the Company shall not be impaired by the Merger, but and may be enforcedenforced against the Surviving Corporation. For the avoidance of doubt, prosecutedexcept as otherwise agreed in writing, settled none of the pre-Closing Stockholders shall have any right, title or compromised as if interest in the Merger had not occurred.
(h) All rights equity of employees and creditors and all liens upon the property Surviving Corporation after the Closing. As of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective DateClosing, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Buyer shall be the officers specified sole owner of all outstanding ownership and/or equity interests in the registration statementSurviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Icad Inc)
Effect of the Merger. As The Merger shall, from and after the Effective Time, have all the effects provided by Delaware Law. If at any time after the Effective Time, the Surviving Entity shall consider or be advised that any further deeds, conveyances, assignments or assurances in law or any other acts are necessary, desirable or proper to vest, perfect or confirm, of record or otherwise, in the Surviving Entity, the title to any property or rights of the Effective DateCompany to be vested in the Surviving Entity, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute)reason of, Careertek Acquisition shall exist or as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities result of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, or otherwise to carry out the purposes of this Agreement, the Company agrees that its proper officers and directors shall execute and deliver all such deeds, conveyances, assignments and assurances in law and in all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights in the Surviving Entity and otherwise to carry out the purposes of this Agreement, and that the proper officers and directors of the Surviving Entity are fully authorized in the name of each of the Company and the corporate identity, existence, purposes, powers, franchises Merger Subsidiary or otherwise to take any and immunities of Careertek shall be merged with and into Careertek Acquisition as all such actions. Without limiting the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations generality of the shareholders foregoing, at and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to after the Effective DateTime, the Surviving Entity shall be the acts, plans, policies, agreements, approvals successor to each of the Company and authorizations of Careertek Acquisition the Merger Subsidiary and shall be as effective and binding on Careertek Acquisition as possess all the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers, inchoate immunities and franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Company and the Merger Subsidiary, and all singular rights, privileges, powers, immunities and franchises of each of the Company and the Merger Subsidiary, and all property, real, personal and mixed, and all debts due to the Company and the Merger Subsidiary on whatever account account, including choses in action, and all and every other things in action interest of or belonging to Careertekor due to each of the Company and the Merger Subsidiary, shall be, be taken and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over deemed to be transferred to and vested in Careertek Acquisitionthe Surviving Entity as they were of the Company and the Merger Subsidiary, without further act and the title to any real property vested by deed or deed.
(g) No claim pending at otherwise in the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, Company and the Merger Subsidiary shall axxxx not revert or be discontinued by the Merger, in any way impaired; but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All all rights of employees and creditors and all liens upon the any property of Careertek the Company and the Merger Subsidiary shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek the Company and the Merger Subsidiary shall thenceforth attach to Careertek Acquisition the Surviving Entity, and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such debts, debts and liabilities and duties had been incurred or contracted by Careertekit.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Company and corporate organization of Careertek Val Cor shall cease (except insofar be a single corporation, which shall be Val Cor. Val Cor is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is herein after sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Company shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immuni ties, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Colorado Business Corporation Act.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Consti tuent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the Company's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of Val Cor as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Colorado law.
(g) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall represented shares of Company Common Stock shall, without further action, cease to be the acts, plans, policies, agreements, approvals an issued and authorizations of Careertek Acquisition existing share and shall be as effective converted into a right to receive from Zions Bancorp, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all purposes represent the right to receive, upon surrender of the obligations and liabilities certificate formerly representing such shares, the number of Careertek.
(f) The rightsshares of Zions Bancorp Stock specified in Article III; provided that, privilegeswith respect to any matters relating to stock certificates representing Company Common Stock, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at Zions Bancorp may rely conclusively upon the Effective Date by or against any record of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued stockholders maintained by the Merger, but may be enforced, prosecuted, settled or compromised as if Company containing the Merger had not occurred.
(h) All rights names and addresses of employees and creditors and all liens upon the property holders of Careertek shall be preserved unimpaired, limited in lien to record of the property affected by such liens Company's Common Stock at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence SS Bank and corporate organization of Careertek NS Bank shall cease (except insofar be a single banking corporation, which shall be NS Bank. NS Bank is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is hereinafter sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities The separate existence of Careertek Acquisition SS Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Nevada General Corporation Law.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the liabilities and obligations of SS Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of NS Bank as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Nevada law.
(g) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations represents shares of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek AcquisitionSS Bank Common Stock shall, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertekaction, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue cease to be the Articles of Incorporation of Careertek Acquisition without change or amendmentan issued and existing share.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)
Effect of the Merger. As of At the Effective DateTime, all of the following shall occur:
(a) The the separate corporate existence and corporate organization of Careertek WESGEN shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek WESGEN shall be merged with and into Careertek Acquisition as the surviving corporationCompany, (b) the bylaws of WESGEN in effect at the Effective Time shall be fully vested therewith.
the bylaws of the Surviving Corporation until amended in accordance with applicable Law, (c) Neither the rights directors of creditors nor any liens upon or security interests in the property of Careertek WESGEN shall be impaired by the Merger.
directors of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal, (d) All corporate acts, plans, policies, agreements approvals and authorizations the officers of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Corporation shall be the actsindividuals set forth on Appendix C to this Agreement until their respective successors are duly elected or appointed and qualified, plansor until the earlier of their death, policies, agreements, approvals resignation or removal and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for the Merger shall, from and after the Effective Time, have all the effects provided by applicable provisions of the obligations NYBCL. Without limiting the generality of the foregoing and liabilities of Careertek.
(f) The subject thereto, at the Effective Time all the properties, rights, privileges, goodwill, inchoate rights, powers and franchises and property, real, personal and mixed, and debts due on whatever account and all other things of WESGEN shall vest in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective DateSurviving Corporation, and all the debts, obligations, liabilities and duties of Careertek WESGEN shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to become the same extent as if all such debts, obligations, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation the Surviving Corporation. All debts, obligations, liabilities and duties of Careertek Acquisitionthe Company shall remain the debts, as in effect on obligations, liabilities and duties of the Effective Date, Surviving Corporation. Stockholders shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance cooperate with the provisions thereof Purchasing Parties and applicable lawsexecute such documents as may reasonably be required to effect the Merger contemplated in this Transaction; provide however, that Shareholders shall have no liability for the effectiveness of such efforts in transferring or vesting of any the rights or obligations listed above.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Asset Purchase and Merger Agreement (Willdan Group, Inc.)
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence Surviving Corporation shall, without transfer, thereupon and corporate organization thereafter possess all assets and property of Careertek every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the restrictions, disabilities, and duties of each of the Constituent Corporations, and all obligations of, or belonging to, or due to, either of the Constituent Corporations, shall cease (except insofar as it may be continued by statute)vested in the Surviving Corporation without further act or deed; all assets and property of every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving Corporation as effectively as when they were the property of the Constituent Corporations, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Constituent Corporations existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders Family and its stockholders, Board of Directors Directors, committees elected or appointed by its Board of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to Family.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek PC Universe shall cease (except insofar as it may be continued by statute), Careertek Acquisition FIRST IRVING shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition FIRST IRVING shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek PC Universe shall be merged with and into Careertek Acquisition FIRST IRVING as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek PC Universe shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek PC Universe and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition FIRST IRVING and shall be as effective and binding on Careertek Acquisition FIRST IRVING as the same were on CareertekPC Universe.
(e) Careertek Acquisition FIRST IRVING shall be liable for all of the obligations and liabilities of CareertekPC Universe.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to CareertekPC Universe, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek AcquisitionFIRST IRVING, without further act or deed.
(g) No claim pending at the Effective Date by or against any of CareertekPC Universe, or any stockholder, officer or director thereof, shall axxxx xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek PC Universe shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek PC Universe shall attach to Careertek Acquisition FIRST IRVING and shall be enforceable against Careertek Acquisition FIRST IRVING to the same extent as if all such debts, liabilities and duties had been incurred or contracted by CareertekPC Universe.
(i) The Articles of Incorporation of Careertek AcquisitionFIRST IRVING, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition FIRST IRVING without change or amendment.
(j) The Bylaws of Careertek AcquisitionFIRST IRVING, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition FIRST IRVING without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition FIRST IRVING shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition FIRST IRVING shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (First Irving Strategic Group Inc)
Effect of the Merger. As Without any action on the part of Parent, Merger Sub, the Effective Date, all of Surviving Entity or the following shall occurHolders:
(a) The separate existence At the Merger Effective Time:
(i) all of the Units issued and corporate organization outstanding immediately prior to the Merger Effective Time, shall, by virtue of Careertek shall cease the Merger and upon the terms and subject to the conditions set forth in this Section 2.6, be cancelled or converted, as the case may be, and automatically deemed for all purposes to represent the right to receive the applicable portion of the Merger Consideration (except insofar including the Earnout Consideration, if any) attributable to such Units as it required by the Company’s Amended and Restated Limited Liability Company Agreement, dated as of June 11, 2020 (as amended, the “Current LLC Agreement”) and as provided on the Merger Consideration Schedule (as may be continued amended from time to time, and at any time, by statutethe Member Representative acting in good faith);
(ii) the membership interests of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall, Careertek Acquisition by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, be converted into and become an amount of newly issued, fully paid and non-assessable Class A Common Units of the Surviving Entity equal to the number of shares of Class A Parent Common Stock issued and outstanding immediately following the Merger Effective Time (after giving effect to the transactions contemplated under this Agreement and the Ancillary Agreements, including the PIPE Investment and the cancellations under the Expense Cap and Waiver Agreement); and
(iii) consistent with the terms of this Agreement and the provisions set forth in the Second Amended and Restated Limited Liability Company Agreement of the Surviving Entity:
(1) the number of Class A Common Units of the Surviving Entity issued and outstanding shall exist as a surviving corporationequal the number of shares of Class A Parent Common Stock then issued and outstanding; and
(2) the number of Class B Common Units of the Surviving Entity issued and outstanding shall equal the Class B Common Unit Merger Consideration.
(b) Except as otherwise specifically set forth herein, No certificates or scrip representing fractional shares of Class B Parent Common Stock will be issued to a Holder in connection with payment of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the MergerEquity Merger Consideration, and to the corporate identityextent a fractional share of Class B Parent Common Stock is issuable as part of the Equity Merger Consideration, existence, purposes, powers, franchises and immunities of Careertek such fraction shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithrounded up to a whole share of Class B Parent Common Stock.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Roman DBDR Tech Acquisition Corp.)
Effect of the Merger. The Merger shall, from and after the Effective Time, have all the effects provided by Delaware Law and Texas Law. Upon the Effective Date the separate corporate existence of the Company shall cease, and the Surviving Corporation shall without other act or deed succeed to and possess all rights, privileges, powers and franchises, whether public or private in nature, and be subject to all the restrictions, disabilities and duties of itself and the Company. As of the Effective Date, all property of every kind, whether real or personal, belonging to either of the following shall occur:
(a) The separate existence and corporate organization Company or the Surviving Corporation, including, without limitation, all debts or other obligations due or belonging to either of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporationsaid Corporations, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, Surviving Corporation without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties obligations of Careertek the Company shall thereby attach to Careertek Acquisition to, and shall hereby are assumed by, the Surviving Corporation and may be enforceable enforced against Careertek Acquisition it to the same extent as if all such said debts, liabilities and duties obligations had originally been incurred or contracted by Careertek.
(i) the Surviving Corporation. The Articles existence of Incorporation the Surviving Corporation shall continue under the laws of Careertek Acquisitionthe State of Delaware, as in effect on unaffected and unimpaired by the merger. If at any time after the Effective DateTime, the Surviving Corporation shall continue consider or be advised that any further deeds, conveyances, assignments or assurances in law or any other acts are necessary, desirable or proper to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, the title to any property or rights of the Company to be vested in the Articles Surviving Corporation, by reason of, or as a result of Incorporation the Merger, or otherwise to carry out the purposes of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Datethis Agreement, the Board of Directors of Careertek Acquisition Company agrees that the Surviving Corporation and its proper officers and directors shall consist of those persons set forth execute and deliver all such deeds, conveyances, assignments and assurances in law and in all things necessary, desirable or proper to best, perfect or confirm title to such property or rights in the registration statementSurviving Corporation and otherwise to carry out the purposes of this Agreement, and that the proper officers and directors of Careertek Acquisition shall be the officers specified Surviving Corporation are fully authorized in the registration statementname of each of the Company and the Merger Subsidiary or otherwise to take any and all such actions.
Appears in 1 contract
Samples: Merger Agreement (Interliant Inc)
Effect of the Merger. As of (a) Upon the Effective DateTime, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute)estate, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinproperty, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, powers and franchises of the Constituent Corporations and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and all other things choses in action belonging to Careertekany of them, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over be transferred to and vested in Careertek Acquisitionthe Surviving Corporation, without further act or deed, and all claims, demands, property and other interest shall be the property of the Surviving Corporation, and the title to all real estate vested in any of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger, but shall be vested in the Surviving Corporation.
(gb) No claim pending at Upon the Effective Date by Time, the rights of creditors of any Constituent Corporation shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against any of Careerteksuch corporation, or any stockholder, director, or officer or director thereof, shall axxxx be released or be discontinued impaired by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek Surviving Corporation shall be preserved unimpaireddeemed to have assumed, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition liable for, all liabilities and obligations of each of the Constituent Corporations in the same manner and to the same extent as if all the Surviving Corporation had itself incurred such debtsliabilities or obligations. The stockholders, liabilities directors, and duties had been incurred or contracted by Careertek.
(i) The Articles officers of Incorporation of Careertek Acquisition, as in effect on the Effective Date, Constituent Corporations shall continue to be subject to all liabilities, claims and demands existing against them as such at or before the Articles Merger. No action or proceeding then pending before any court or tribunal of Incorporation the Commonwealth of Careertek Acquisition without change Massachusetts or amendment.
(j) The Bylaws of Careertek Acquisitionotherwise in which any Constituent Corporation is a party, as or in effect on the Effective Datewhich any such stockholder, director, or officer is a party, shall continue abate or be discontinued by reason of the Merger, but any such acxxxx or proceeding may be prosecuted to final judgment as though no merger had taken place, or the Surviving Corporation may be substituted as a party in place of any Constituent Corporation by the Bylaws of Careertek Acquisition without change court in which such action or amendment until such time, if ever, as it proceeding is amended thereafter in accordance with the provisions thereof and applicable lawspending.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ust Corp /Ma/)
Effect of the Merger. As Subject to the terms of this Agreement, and as more fully set forth and supplemented by other provisions herein, upon the Effective Date, all of Time (as defined below) and pursuant to the following shall occurMerger:
(a) The ETC will merge with and into Sub in accordance with the DGCL and the NRS. At the Effective Time, the separate existence and corporate organization of Careertek ETC shall cease and Sub shall continue as the surviving corporation (except insofar as it may be continued by statutethe “Surviving Corporation”), Careertek Acquisition shall exist as a surviving corporation.
(b) Except All outstanding shares of common stock of ETC shall be converted into shares of Class A Common Stock as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities provided in Section 3.1 of Careertek Acquisition shall continue unaffected and unimpaired by the Mergerthis Agreement, and the corporate identity, existence, purposes, powers, franchises and immunities all outstanding shares of Careertek common stock of Sub shall be merged with and converted into Careertek Acquisition shares of common stock of the Surviving Corporation as the surviving corporation, shall be fully vested therewithprovided in Section 3.2 of this Agreement.
(c) Neither The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, of a public as well as of a private nature, of the Constituent Corporations, and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares or membership interests and all other choses in action, and all and every other interest of, or belonging to, each of the 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 all real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(d) The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or proceeding pending by or against either of the 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 neither the rights of creditors nor any liens upon or security interests in the property of Careertek either of the Constituent Corporations shall be impaired by the Merger.
(de) The respective assets of ETC and Sub shall be taken up or be continued on the books of the Surviving Corporation in the amounts prescribed by United States generally accepted accounting principles.
(f) All corporate acts, plans, policies, agreements agreements, arrangements, approvals and authorizations of the shareholders ETC and Sub or any of their respective stockholders, Board of Directors of Careertek and of its respective officerscommittees thereof, directors officers and agents, which were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to ETC and Sub.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (International Securities Exchange, Inc.)
Effect of the Merger. As of At and after the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinTime, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition -------------------- Surviving Corporation shall continue unaffected and unimpaired by possess all the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers and franchises, inchoate of both a public and a private nature, and be subject to all the restrictions, disabilities and duties of the Disappearing Corporation so merged; and all the rights, privileges, powers and franchises of the Disappearing Corporation, and all property, real, personal and mixed, and all debts due to the Disappearing Corporation on whatever account account, and all other things in action belonging to Careertek, the Disappearing Corporation shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and be vested in Careertek Acquisitionthe Surviving Corporation; and all property, without further act rights, privileges, powers, franchises and other interests of any nature whatsoever shall thereafter be as effectually the property of the Surviving Corporation as they were of the respective Disappearing Corporation; and the title to any real estate vested by deed or deed.
(g) No claim pending at otherwise in the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, Disappearing Corporation shall axxxx not revert or be discontinued in any way impaired by reason of the Merger, ; but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All all rights of employees and creditors and all liens upon the any property of Careertek either of the Disappearing Corporation shall be preserved unimpaired, limited in lien to the property affected by such liens at incurred prior to the Effective Date, Time; and all the debts, liabilities and duties of Careertek the respective Disappearing Corporation shall thereafter attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition the Surviving Corporation to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertekthe Surviving Corporation. Any action or proceeding, whether civil, criminal or administrative, pending by or against the Disappearing Corporation may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in such action or proceeding.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence Surviving Corporation shall, without transfer, thereupon and corporate organization thereafter possess all assets and property of Careertek every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the restrictions, disabilities, and duties of each of the Constituent Corporations, and all obligations of or belonging to or due to either of the Constituent Corporations, shall cease (except insofar as it may be continued by statute)vested in the Surviving Corporation without further act or deed; all assets and property of every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights privileges, existence, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving Corporation as effectively as when they were the property of the Constituent Corporations, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Constituent Corporations existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders IQB and its shareholders, Board of Directors Directors, committees elected or appointed by its Board of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all with respect to IQB. Any employees of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending IQB at the Effective Date by or against any Time shall become employees of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurredSurviving Corporation.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Berg Clyde J)
Effect of the Merger. As The effect of the Effective Date, all Merger shall be as provided by the applicable provisions of the following shall occur:
(a) The laws of Washington and Delaware. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger: the separate existence of Xxxxxxxx shall cease; the Surviving Corporation shall possess all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority, of Careertek Acquisition a public as well as a private nature, of all of the Constituent Corporations, all obligations belonging to or due any of the Constituent Corporations shall continue unaffected be vested in and unimpaired become the obligations of, the Surviving Corporation without further act or deed; title to any real estate or any interest therein vested in any of the Constituent Corporations shall be vested in and become the obligations of the Surviving Corporation without further act or deed; title to any real estate or any interest therein shall not revert or in any way be impaired by reason of the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the ; all rights of creditors nor any and all liens upon or security interests in the any property of Careertek any of the Constituent Corporations shall be impaired by preserved unimpaired; and the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition Surviving Corporation shall be liable for all the obligations of the obligations Constituent Corporations and liabilities of Careertek.
(f) The rightsany claim existing, privilegesor action or proceeding pending, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against Against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but Constituent Corporations may be enforcedprosecuted to judgment with right of appeal, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights taken place. If at any time after the Effective Time of employees the Merger the Surviving Corporation shall consider it to be advisable that any further conveyances, agreements, documents, instruments, and creditors assurances of law or any other things are necessary or desirable to vest, perfect, confirm, or record in the Surviving Corporation the title to any property, rights, privileges, powers, and franchises of the Constituent Corporations or otherwise to carry out the provisions of this Agreement, the proper directors and officers of the Constituent Corporations last in office shall execute and deliver, upon the Surviving Corporations request, any and all liens upon the property of Careertek shall be preserved unimpairedproper conveyances, limited in lien to the property affected by such liens at the Effective Dateagreements, documents, instruments, and assurances of law, and do all things necessary or proper to vest, perfect, or confirm title to such property, rights, privileges, powers, and title to such property, rights, privileges, powers, and franchises in the debtsSurviving Corporation, liabilities and duties of Careertek shall attach otherwise to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with carry out the provisions thereof and applicable lawsof this Agreement.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As Subject to the terms and conditions of -------------------- this Agreement and the Plan of Merger, at the Effective Time, ValliCorp shall be merged with and into WABC and WABC shall be the surviving corporation (the "Surviving Corporation") in the Merger. All assets, rights, goodwill, privileges, immunities, powers, franchises and interests of ValliCorp and WABC in and to every type of property (real, personal and mixed) and choses in action, as they exist as of the Effective DateTime, including appointments, designations and nominations and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estate, assignee, receiver and in every other fiduciary capacity, shall pass and be transferred to and vest in the Surviving Corporation by virtue of the following shall occur:
(a) The Merger at the Effective Time without any deed, conveyance or other transfer; the separate existence and corporate organization of Careertek ValliCorp shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, and the corporate identity, existence, purposes, powers, franchises, rights and immunities existence of Careertek Acquisition WABC as the Surviving Corporation shall continue unaffected and unimpaired by the Merger, ; and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek Surviving Corporation shall be merged with deemed to be the same entity as each of ValliCorp and into Careertek Acquisition as the surviving corporation, WABC and shall be fully vested therewith.
(c) subject to all of their duties and liabilities of every kind and description. The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of WABC and ValliCorp; and any claim existing or action or proceeding pending by or against WABC or ValliCorp may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either WABC or ValliCorp shall be impaired by reason of the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vallicorp Holdings Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek BCNA shall cease (except insofar be a single association, which shall be BCNA. BCNA is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding [_________] shares of common stock of BCNA, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of BCNA, and the holders of such stock shall retain their present rights.
(d) Each share of Bank Common Stock shall automatically be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of the Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"Bank Colorado, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, BCNA as in effect on they exist immediately prior to the Effective Date, Date shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, BCNA as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Date shall be the officers specified in By-Laws of BCNA until later amended pursuant to the registration statementlaws of the United States.
Appears in 1 contract
Effect of the Merger. As of At the Effective Closing Date, all of the following shall occur:,
(a) The separate existence and corporate organization of Careertek the Company shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.cease;
(b) Except as otherwise specifically set forth hereinMergerCo shall possess all the rights, privileges, powers and franchises of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.Company;
(c) Neither All the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and franchises (if any) of the Company and all debts due on whatever account to it, and all other things choses in action belonging to Careertekit, shall be, be taken and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over deemed to be transferred to and vested in Careertek AcquisitionMergerCo by operation of law and without acts or deeds;
(d) All such rights, without further act privileges, powers and franchises (if any), and all and every other interest of the Company shall be thereafter as effectually the property of MergerCo as they were of the Company;
(e) The title to an interest in any real estate vested by deed, lease or deed.otherwise in the Company shall not revert or be impaired;
(f) MergerCo shall be responsible for all the liabilities and obligations of the Company, but the liabilities of the Company, or its shareholders, directors or officers shall not be affected by the merger, nor shall the rights of the Company, the officers and directors of the Company;
(g) No claim pending at At the Effective Date by expense of MergerCo, the officers and directors of the Company shall execute and deliver all such instruments and take all such actions as MergerCo may determine to be necessary or against any appropriate in order to vest in and confirm to MergerCo title to and possession of Careertekall such properties, or any stockholderassets, officer or director thereofrights, privileges and franchises, and otherwise to carryout the purposes of this Agreement. MergerCo, as the surviving corporation, shall axxxx or be discontinued by continue its corporate existence under the Merger, but may be enforced, prosecuted, settled or compromised as if laws of the Merger had not occurred.Commonwealth of Pennsylvania;
(h) All rights The name of employees and creditors and all liens upon the property of Careertek shall be preserved unimpairedMergerCo will change to Valley Forge Enterprises, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.Ltd.;
(i) The Articles Company's office policy manual as amended through the Closing Date shall become MergerCo's office policy manual, subject to amendment or modification by NIM at any time following the first anniversary of Incorporation of Careertek Acquisitionthe Closing in NIM's sole discretion, as in but following consultation with the Shareholders and with a reasonable transition period to effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change such amendment or amendment.modification; and
(j) The Bylaws of Careertek Acquisition, Company's Profit Sharing Plan and Trust Agreement as in effect on amended through the Effective Date, Closing Date shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof become MergerCo's Profit Sharing Plan and applicable lawsTrust Agreement.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (National Investment Managers Inc.)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek Valley shall cease (except insofar be a single association, which shall be the Bank. The Bank is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except The separate existence of Valley shall cease. The corporate existence of the Bank and Valley shall be merged into and continued in the Surviving Association as otherwise specifically set forth hereinprovided in 12 U.S.C. ss. 215a; and the Surviving Association shall be deemed to be the same corporation as the Bank and Valley. All assets, rights, franchises and interests of the Bank and Valley respectively, in and to every type of property (real, personal and mixed) and choses in action, as they exist at the Effective Date, shall be transferred to and vested in the Surviving Association by virtue of the Merger without any deed or other transfer. At the Effective Date and without any order or other action on the part of any court or otherwise, the corporate identitySurviving Association shall hold and enjoy all rights of property, existencefranchises and interests, purposesincluding appointments, powers, franchisesdesignations and nominations, and all other rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Mergerinterests as trustee, executor, administrator, agent, transfer agent, and registrar of stocks and bonds, guardian of estates, assignee, receiver and conservator, and in every other fiduciary capacity, and every agency capacity, in the corporate identity, existence, purposes, powerssame manner and to the same extent as such rights, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon interests were held or security interests in the property of Careertek shall be impaired enjoyed by the Merger.
(d) All corporate actsBank and Valley, plansrespectively, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(ec) Careertek Acquisition The Surviving Association shall be liable for all liabilities of the Bank and Valley, including liabilities arising out of the operation of a Trust Department, and (except as so provided) all deposits, debts, liabilities, obligations and liabilities contracts of Careertekthe Bank and Valley, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account or records of the Bank or Valley, as the case may be, shall be those of and are hereby expressly assumed by the Surviving Association and shall not be released or impaired by the Merger; and all rights of creditors and other obligees and all liens on property of either the Bank or Valley shall be preserved unimpaired. At the Effective Date, the Surviving Association shall be liable for all then existing indemnification obligations of the Bank and Valley under their respective Articles of Association or By-Laws or under any other agreement. At the Effective Date, the Association shall have all rights, and shall be liable for all obligations of the Bank and Valley under all employee compensation and benefit plans and arrangements of the Bank and Valley, and such plans and related trusts, if any, shall continue in effect without any interruption or termination.
(d) The name of the Surviving Association shall be "Valley National Bank of Cortez."
(e) The business of the Surviving Association shall be that of a national banking association. This business shall be conducted by the Surviving Association at its main office which shall be located at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxx, Colorado and at its legally established branches.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging Articles of Association of Valley as they exist immediately prior to Careertek, the Effective Date shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over be the Articles of Association of the Surviving Association until later amended pursuant to and vested in Careertek Acquisition, without further act or deedthe laws of the United States.
(g) No claim pending at At the Effective Date by or against any Date, the outstanding shares of Careertekthe Bank shall, or any stockholderin the aggregate, officer or director thereofbe converted into 398,000 shares of the capital stock of the Bank, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred$5.00 par value.
(h) All rights At the Effective Date and until surrendered for exchange and payment, each outstanding stock certificate which, prior to the Effective Date, represents shares of employees Valley Common Stock shall, without further action, cease to be an issued and creditors existing share and shall be converted into a right to receive from the Surviving Association, and shall for all liens purposes represent the right to receive, upon surrender of the certificate representing such shares, the amount of cash specified in Article III; provided that, with respect to any matters relating to stock certificates representing Valley Common Stock, the Surviving Association may rely conclusively upon the property record of Careertek shall be preserved unimpaired, limited in lien to stockholders maintained by Valley containing the property affected by such liens names and addresses of the holders of record of the Valley's Common Stock at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zions Bancorporation /Ut/)
Effect of the Merger. As of At the Effective Date, all Time of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, the separate existence of EVLICO shall cease and, in accordance with the provisions of this Agreement and the corporate identityPlan of Merger, existence, purposes, powers, franchises and immunities of Careertek EVLICO shall be merged with and into Careertek Acquisition as Equitable Life, and Equitable Life shall survive the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition Merger and shall be as effective continue in existence and binding on Careertek Acquisition as shall possess all the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillimmunities, inchoate powers and purposes of each of the Constituent Companies. All the rights, franchises and interests in and to every species of property, real, personal personal, and mixed, and debts due on whatever account and all other including things in action, causes of action belonging to Careertekand every other asset of the Constituent Companies, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested vest in Careertek Acquisition, the Surviving Company without further act or deed.
(g) , except that if the Surviving Company shall at any time deem it desirable that any further assignment or assurance shall be given to fully accomplish the purposes of the Merger, the directors and officers of EVLICO shall do all things necessary, including the execution of any and all relevant documents, to carry out the intent and purposes of this Agreement and Plan of Merger. No liability or obligation due or to become due, or claim pending at the Effective Date by or demand for any cause existing against any of Careertekeither Constituent Company, or any stockholderpolicyholder, officer shareholder, officer, or director thereof, shall axxxx be released or impaired by the Merger. No action or proceeding, civil or criminal, then pending by or against either Constituent Company, or any policyholder, shareholder, officer, or director thereof, shall be abated or discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights , or Equitable Life, as the Surviving Company, may be substituted in place of employees EVLICO by order of the court in which the action or proceeding may be pending. From and creditors and all liens upon after the property Effective Time of Careertek the Merger, Equitable Life shall be preserved unimpaired, limited liable in lien to the property affected by such liens at the Effective Date, and place of EVLICO for all the debts, liabilities and duties obligations of Careertek shall attach to Careertek Acquisition EVLICO, including liabilities under policies and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted contracts issued by CareertekEVLICO.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Separate Account Fp of Equitable Variable Life Insurance Co)
Effect of the Merger. As At the Effective Time of the Effective Date, all of the following shall occur:
Merger (a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statutehereinafter defined), Careertek Acquisition the Surviving Company shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinpossess all the rights, the corporate identityprivileges, existence, purposes, powers, immunities and franchises, rights of a public and immunities private nature, of Careertek Acquisition each of Parent and Subsidiary; all property (real, personal and mixed) and all debts due on any account, including subscriptions for shares, and all other choses in action, and every other interest of or belonging to or due to each of Parent and Subsidiary shall continue unaffected and unimpaired vest in the Surviving Company without any further act or deed; the title to any real estate or any interest therein vested by deed or otherwise in Parent shall not revert nor in any way become impaired by reason of the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek Surviving Company shall be merged with responsible and into Careertek Acquisition liable for all the liabilities and obligations of each of Parent and Subsidiary; a claim of or against or a pending proceeding by or against Parent or Subsidiary may be prosecuted as if the surviving corporationMerger had not taken place, shall or the Surviving Company may be fully vested therewith.
(c) Neither substituted in the place of Parent; and neither the rights of creditors nor any liens upon or security interests in the property of Careertek Parent or Subsidiary shall be impaired by the Merger.
(d) . All corporate acts, plans, policies, agreements agreements, arrangements, approvals and authorizations of the shareholders and Parent, its shareholders, Board of Directors of Careertek and of its respective officerscommittees thereof, directors officers and agents, agents which were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition the Surviving Company and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertek.
(e) Careertek Acquisition with respect to Parent. The requirements of any plans or agreements of Parent involving the issuance or purchase by Parent of any shares of its capital stock, including the Parent's Option Plan, shall be liable for all satisfied by the issuance or purchase of a like number of shares of the obligations and liabilities capital stock of Careertekthe Surviving Company.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Pacific Cma Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek Vectra Bank shall cease (except insofar be a single association, which shall be Vectra Bank. Vectra Bank is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding 1,037,000 shares of common stock of Vectra Bank, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of Vectra Bank, and the holders of such stock shall retain their present rights.
(d) The shares of Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of the Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"Vectra Bank Colorado, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, Vectra Bank as in effect on they exist immediately prior to the Effective Date, Date shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, Vectra Bank as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Date shall be the officers specified in By-Laws of the registration statementSurviving Association until later amended pursuant to the laws of the United States.
Appears in 1 contract
Effect of the Merger. As The effect of the Effective Date, all Merger shall be as provided by the applicable provisions of the following shall occur:
(a) The laws of Washington and Delaware. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger: the separate existence of CCI shall cease; the Surviving Corporation shall possess all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority of Careertek Acquisition a public as well as a private nature, of all of the Constituent Corporations, all obligations belonging to or due any of the Constituent Corporations shall continue unaffected be vested in and unimpaired become the obligations of, the Surviving Corporation without further act or deed; title to any real estate or any interest therein vested in any of the Constituent Corporations shall be vested in and become the obligations of the Surviving Corporation without further act or deed; title to any real estate or any interest therein shall not revert or in any way be impaired by reason of the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the ; all rights of creditors nor any and all liens upon or security interests in the any property of Careertek any of the Constituent Corporations shall be impaired by preserved unimpaired; and the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition Surviving Corporation shall be liable for all the obligations of the obligations Constituent Corporations and liabilities of Careertek.
(f) The rightsany claim existing, privilegesor action or proceeding pending, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but Constituent Corporations may be enforcedprosecuted to judgment with right of appeal, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights taken place. If at any time after the Effective Time of employees the Merger the Surviving Corporation shall consider it to be advisable that any further conveyances, agreements, documents, instruments, and creditors assurances of law or any other things are necessary or desirable to vest, perfect, confirm, or record in the Surviving Corporation the title to any property, rights, privileges, powers, and franchises of the Constituent Corporations or otherwise to carry out the provisions of this Agreement, the proper directors and officers of the Constituent Corporations last in office shall execute and deliver, upon the Surviving Corporation's request, any and all liens upon the property of Careertek shall be preserved unimpairedproper conveyances, limited in lien to the property affected by such liens at the Effective Dateagreements, documents, instruments, and assurances of law, and do all things necessary or proper to vest, perfect, or confirm title to such property, rights, privileges, powers, and title to such property, rights, privileges, powers, and franchises in the debtsSurviving Corporation, liabilities and duties of Careertek shall attach otherwise to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with carry out the provisions thereof and applicable lawsof this Agreement.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Plan and Agreement of Merger (Costco Companies Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek BCNA shall cease (except insofar be a single association, which shall be BCNA. BCNA is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter sometimes called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding [ ] shares of common stock of BCNA, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of BCNA, and the holders of such stock shall retain their present rights.
(d) The shares of Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of the Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"Bank Colorado, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, BCNA as in effect on they exist immediately prior to the Effective Date, Date shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, BCNA as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Date shall be the officers specified in By-Laws of BCNA until later amended pursuant to the registration statementlaws of the United States.
Appears in 1 contract
Effect of the Merger. As (a) At the Effective Time, the effect of the Initial Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective DateTime, (i) all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute)assets, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinproperty, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, powers and franchises of SACN Holdco and property, real, personal and mixed, and debts due on whatever account and all other things Merger Sub I shall vest in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective DateSurviving Corporation I, and all debts, liabilities and duties of SACN Holdco and Merger Sub I shall become the debts, liabilities and duties of Careertek the Surviving Corporation I, (ii) all of the assets, property, rights, privileges, powers and franchises of SNCN Holdco and Merger Sub II shall attach to Careertek Acquisition vest in the Surviving Corporation II, and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertekof SNCN Holdco and Merger Sub II shall become the debts, liabilities and duties of the Surviving Corporation II, and (iii) all of the assets, property, rights, privileges, powers and franchises of SICN Holdco and Merger Sub III shall vest in the Surviving Corporation III, and all debts, liabilities and duties of SICN Holdco and Merger Sub III shall become the debts, liabilities and duties of the Surviving Corporation III.
(ib) The Articles At the effective time of Incorporation of Careertek Acquisition, the Final Merger (as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statementlast sentence of Section 1.02), the effect of the Final Merger shall be as provided in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after such effective time, (i) all of the officers assets, property, rights, privileges, powers and franchises of Careertek Acquisition SACN Holdco and Merger LLC I shall be the officers specified vest in the registration statementSurviving Company I, and all debts, liabilities and duties of SACN Holdco and Merger LLC I shall become the debts, liabilities and duties of the Surviving Company I, (ii) all of the assets, property, rights, privileges, powers and franchises of SNCN Holdco and Merger LLC II shall vest in the Surviving Company II, and all debts, liabilities and duties of SNCN Holdco and Merger LLC II shall become the debts, liabilities and duties of the Surviving Company II, and (iii) all of the assets, property, rights, privileges, powers and franchises of SICN Holdco and Merger LLC III shall vest in the Surviving Company III, and all debts, liabilities and duties of SICN Holdco and Merger LLC III shall become the debts, liabilities and duties of the Surviving Company III.
Appears in 1 contract
Samples: Merger Agreement (CareMax, Inc.)
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek Competitive Companies shall cease (except insofar as it may be continued by statute), Careertek Acquisition Third Enterprise shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Third Enterprise shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek Competitive Companies shall be merged with and into Careertek Acquisition Third Enterprise as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek Competitive Companies shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek Competitive Companies and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition Third Enterprise and shall be as effective and binding on Careertek Acquisition Third Enterprise as the same were on CareertekCompetitive Companies.
(e) Careertek Acquisition Third Enterprise shall be liable for all of the obligations and liabilities of CareertekCompetitive Companies.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to CareertekCompetitive Companies, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek AcquisitionThird Enterprise, without further act or deed.
(g) No claim pending at the Effective Date by or against any of CareertekCompetitive Companies, or any stockholder, officer or director thereof, shall axxxx xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek Competitive Companies shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek Competitive Companies shall attach to Careertek Acquisition Third Enterprise and shall be enforceable against Careertek Acquisition Third Enterprise to the same extent as if all such debts, liabilities and duties had been incurred or contracted by CareertekCompetitive Companies.
(i) The Articles of Incorporation of Careertek AcquisitionThird Enterprise, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition Third Enterprise without change or amendment.
(j) The Bylaws of Careertek AcquisitionThird Enterprise, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition Third Enterprise without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition Third Enterprise shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Third Enterprise shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (Third Enterprise Service Group Inc)
Effect of the Merger. As of (a) Upon the Effective DateTime, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute)estate, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinproperty, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, powers and franchises of each of the Seller and the Buyer Bank and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and all other things choses in action belonging to Careertekany of them, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over be transferred to and vested in Careertek Acquisitionthe Surviving Bank, without further act or deed, and all claims, demands, property and other interests shall be the property of the Surviving Bank, and the title to all real estate vested in each of the Seller or the Buyer Bank shall not revert or be in any way impaired by reason of the Merger, but shall be vested in the Surviving Bank.
(gb) No claim pending at Upon the Effective Date by Time, the rights of creditors of each of the Seller and the Buyer Bank shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against any of Careerteksuch corporation, or any stockholder, director, or officer or director thereof, shall axxxx be released or be discontinued impaired by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek Surviving Bank shall be preserved unimpaireddeemed to have assumed, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition liable for, all liabilities and obligations of each of the Seller and the Buyer Bank in the same manner and to the same extent as if all the Surviving Bank had itself incurred such debtsliabilities or obligations. The stockholders, liabilities directors, and duties had been incurred or contracted by Careertek.
(i) The Articles officers of Incorporation each of Careertek Acquisition, as in effect on the Effective Date, Seller and the Buyer Bank shall continue to be subject to all liabilities, claims and demands existing against them as such at or before the Articles Merger. No action or proceeding then pending before any court or tribunal of Incorporation The Commonwealth of Careertek Acquisition without change Massachusetts or amendment.
(j) The Bylaws of Careertek Acquisitionotherwise in which either the Seller and the Buyer Bank is a party, as or in effect on the Effective Datewhich any such stockholder, director, or officer is a party, shall continue abatx xx be discontinued by reason of the Merger, but any such action or proceeding may be prosecuted to final judgment as though no merger had taken place, or the Surviving Bank may be substituted as a party in place of either the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, Seller and the officers of Careertek Acquisition shall be Buyer Bank by the officers specified court in the registration statementwhich such action or proceeding is pending.
Appears in 1 contract
Effect of the Merger. As of Upon the Effective Date, all of the following shall occurTime:
(a) The separate existence and corporate organization of Careertek the Company shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition Acquiror, as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agentsSurviving Corporation, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for possess all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillimmunities, inchoate powers and franchises of a public as well as of a private nature, and shall be subject to all of the restrictions, disabilities and duties, of each of the Company and Acquiror; and all singular rights, privileges, immunities, powers and franchises of each of the Company and Acquiror, and all property, real, personal and mixed, and all debts due on to either the Company or Acquiror in whatever account amount, including subscriptions to shares, and all other things in action or belonging to Careertekeach of the Company and Acquiror shall be vested in the Surviving Corporation; and all property, rights, privileges, immunities, powers and franchises, and all and every interest, shall bebe thereafter as effectually the property of the Surviving Corporation as they were of the Company and Acquiror and the title to any real estate, or interest therein, vested by deed or otherwise, in either of the Company and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested Acquiror shall not revert or be in Careertek Acquisition, without further act or deedany way impaired by reason of the Merger.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(hb) All rights of employees and creditors and all liens upon the any property of Careertek the Company or Acquiror shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, unimpaired and all the debts, liabilities and duties of Careertek the Company or Acquiror shall thenceforth attach to Careertek Acquisition the Surviving Corporation and shall may be enforceable enforced against Careertek Acquisition the Surviving Corporation to the same extent as if all such said debts, liabilities and duties had been incurred or contracted by Careertekit, provided, however, that all such liens shall attach only to those assets to which they were attached prior to the Effective Time.
(ic) The Articles Any action or proceeding, whether civil, criminal or administrative, instituted, pending or threatened by or against either the Company or Acquiror or relating to their assets, liabilities or shares of Incorporation of Careertek Acquisition, common stock shall be prosecuted as in effect on if the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statementMerger had not taken place, and the officers Surviving Corporation may be substituted as a party in such action or proceeding in place of Careertek Acquisition shall be the officers specified in the registration statementCompany.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence Surviving Corporation shall, without transfer, thereupon and corporate organization thereafter possess all assets and property of Careertek every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the restrictions, disabilities, and duties of each of the Constituent Corporations, and all obligations of or belonging to or due to either of the Constituent Corporations, shall cease (except insofar as it may be continued by statute)vested in the Surviving Corporation without further act or deed; all assets and property of every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights privileges, existence, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving Corporation as effectively as when they were the property of the Constituent Corporations, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Constituent Corporations existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders Cubico and its shareholders, Board of Directors Directors, committees elected or appointed by its Board of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all with respect to Cubico. Any employees of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending Cubico at the Effective Date by or against any Time shall become employees of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurredSurviving Corporation.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence On the First Merger Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and corporate organization subject thereto, at the First Merger Effective Time, (i) all the rights, the property of Careertek every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Company and First Merger Sub shall cease immediately vest in the Surviving Company, (except insofar ii) all Company Shares immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive shares and convertible securities of Pubco, as it may be continued by statuteprovided in Section 1.1 and subject to Section 2.1(a), Careertek Acquisition (iii) all First Merger Sub Share(s) immediately prior to the First Merger Effective Time shall exist as a surviving corporationbe cancelled and converted into the right to receive the same class and number of shares of the Surviving Company, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and First Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate corporate existence of First Merger Sub shall cease.
(b) Except as otherwise specifically set forth hereinAt the Effective Time, the corporate identityeffect of the Second Merger shall be as provided in this Agreement, existence, purposes, powers, franchises, rights and immunities the Articles of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identityapplicable provisions of the BVI Act. Without limiting the generality of the foregoing, existenceand subject thereto, purposesat the Effective Time, powers(i) all the rights, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all outstanding shares of Purchaser Ordinary Shares shall be impaired by converted into the Merger.
right to receive Pubco Ordinary Shares, as provided in Section 1.1, (diii) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, all outstanding Purchaser Warrants shall be the actsconverted into Pubco Warrants, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and as provided in Section 1.1; (iv) all outstanding Purchaser Rights shall be converted into such number of Pubco Ordinary Shares as effective provided in Section 1.1; (v) all the mortgages, charges or security interests, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations contracts, obligations, claims, debts and liabilities of Careertek.
(f) The rightseach of the Purchaser and Second Merger Sub shall become the mortgages, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act charges or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Datesecurity interests, and all contracts, obligations, claims, debts and liabilities of the debts, liabilities Surviving Entity and duties (v) the separate corporate existence of Careertek Second Merger Sub shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertekcease.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Business Combination Agreement (East Stone Acquisition Corp)
Effect of the Merger. As Subject to the terms of this Agreement, and as more fully set forth and supplemented by other provisions herein, upon the Effective Date, all of Date (as defined below) and pursuant to the following shall occurMerger:
(a) The Old ISE will merge with and into New ISE in accordance with the DGCL and the LLCL. On the Effective Date, the separate existence and corporate organization of Careertek Old ISE shall cease and New ISE shall continue as the surviving corporation (except insofar as it may be continued by statutethe “Surviving Corporation”), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek All Membership Interests in Old ISE shall be merged with and converted into Careertek Acquisition shares of Common Stock of New ISE as the surviving corporation, shall be fully vested therewithprovided in Section 3.1 of this Agreement.
(c) Neither Each issued and outstanding share of capital stock of New ISE owned by Old ISE shall be cancelled and retired and shall cease to exist and no stock of New ISE or other consideration shall be delivered in exchange therefor.
(d) The Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers and franchises, of a public as well as of a private nature, of each of the Constituent Corporations, and all property, real, personal and mixed, all debts due on whatever account, including subscriptions to shares or membership interests and all other chooses in action, and all and every other interest of, or belonging to, each of the 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 all real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations, and any claim existing or action or proceeding pending by or against either of the 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 neither the rights of creditors nor any liens upon or security interests in the property of Careertek either of the Constituent Corporations shall be impaired by the Merger.
(df) The respective assets of Old ISE and New ISE shall be taken up or continued on the books of the Surviving Corporation in the amounts prescribed by United States generally accepted accounting principles.
(g) All corporate acts, plans, policies, agreements agreements, arrangements, approvals and authorizations of the shareholders and Constituent Corporations or any of their respective Members or stockholders, Board of Directors of Careertek and of its respective officerscommittees thereof, directors officers and agents, which were valid and effective immediately prior to the Effective Date, Date shall be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of Careertek Acquisition the Surviving Corporation and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien with respect to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by CareertekConstituent Corporations.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Merger Agreement (International Securities Exchange, Inc.)
Effect of the Merger. As Upon the effectiveness of the Effective DateMerger, the Surviving Corporation shall possess all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers and franchises as well of a public as of a private nature, inchoate and be subject to all the restrictions, disabilities and duties, of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account and account, as well for stock subscriptions as all other things in action or belonging to Careertekeach of the Constituent Corporations, shall bebe vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they hereby arewere of the Constituent Corporations, bargained, conveyed, granted, confirmed, transferred, assigned and set over the title to and any real estate vested by deed or otherwise in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, the Constituent Corporations shall axxxx not revert or be discontinued in any way impaired by reason of the Merger, ; but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All all rights of employees and creditors and all liens upon the any property of Careertek any of the Constituent Corporations shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek the Constituent Corporations (including, without limitation, the indebtedness evidenced by the 10% Subordinated Note due January 24, 2002 of BSI in the aggregate principal amount of $50,000,000 (the "Note")) shall thenceforth attach to Careertek Acquisition the Surviving Corporation, and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such said debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisitionit. In connection with the foregoing, as in effect on the Surviving Corporation shall, at the Effective DateTime (as hereinafter defined), shall continue in addition to such other actions as may be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as required in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance connection with the provisions thereof Merger, execute and applicable laws.
(k) Upon deliver to the Effective Dateholder of the Note, in substitution therefore, a 10% Subordinated Note due January 24, 2002 of the Board of Directors of Careertek Acquisition shall consist of Surviving Corporation having terms identical to those persons set forth contained in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statementNote.
Appears in 1 contract
Effect of the Merger. As a. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the Effective Date, all Act. Without limiting the generality of the following shall occur:
(a) The foregoing, and subject to the applicable provisions of the Act, at the Effective Time, the separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the MergerCERP will cease, and CGPH will possess all the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privilegesprivileges and powers of CERP, goodwill, inchoate rights, franchises and all property, real, personal and mixed, and all debts due on whatever account and to CERP, as well as all other things in and causes of action belonging to CareertekCERP, shall bewill be vested in CGPH, and shall thereafter be the property of CGPH as they hereby arewere of CERP, bargainedand the title to any real property vested by deed or otherwise, conveyedunder the laws of the State of Delaware, grantedin CERP, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx will not revert or be discontinued in any way impaired by reason of the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All Act; and all rights of employees and creditors and all liens upon the any property of Careertek shall CERP will be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall CERP will attach to Careertek Acquisition CGPH and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such said debts, liabilities and duties had been incurred or contracted by Careertekit. The parties hereby acknowledge and agree that all acts, plans, policies, agreements, arrangements, approvals and authorizations of CERP and its agents which were valid and effective immediately prior to consummation of the Merger will be taken for all purposes as the acts, plans, policies, agreements, arrangements, approvals and authorizations of CGPH and will be as effective and binding thereon, in each case as the same were with respect to CERP.
b. At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, (ia) The Articles notwithstanding any provision of Incorporation the limited liability company agreement of Careertek Acquisition, as CGPH in effect on immediately prior to the Effective DateTime (the “Prior Operating Agreement”) and without any further action by any other person or entity, pursuant to Section 18-209(f) of the Act, the Prior Operating Agreement shall continue automatically be amended and restated to be read in its entirety in the Articles form set forth in Exhibit B hereto (the “Amended and Restated Operating Agreement”) (such Amended and Restated Operating Agreement replacing and superseding the Prior Operating Agreement in its entirety and being the limited liability company agreement of Incorporation of Careertek Acquisition without change or amendment.
(jthe Surviving Company) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment unless and until such time, if ever, as it is amended thereafter in accordance with the provisions thereof its terms and applicable laws.
law, and (kb) Upon the certificate of formation of CGPH in effect immediately prior to the Effective DateTime, as amended pursuant to the Board Certificate of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statementMerger, and the officers of Careertek Acquisition shall be the officers specified certificate of formation of the Surviving Company unless and until amended in accordance with applicable law.
c. At the registration statementEffective Time, by virtue of the Merger and without any action on the part of the parties hereto or any other person or entity, pursuant to Sections 18-301(b)(3) and 18-101(7)(b) of the Act and notwithstanding any provision of the Prior Operating Agreement or the Amended and Restated Operating Agreement, CERPH, as the holder of all of the limited liability company interest in CERP that are to be converted into limited liability company interests in CGPH in accordance with Section 4(a), shall automatically, and without any further action of any other person or entity being required, be admitted as, and become a member of, the Surviving Company and shall be bound by the Amended and Restated Operating Agreement of the Surviving Company.
Appears in 1 contract
Effect of the Merger. As of (a) At the Effective DateTime, the Surviving Entity shall, without transfer, thereupon and thereafter possess all assets and property of every description, and every interest therein, wherever located, and the rights privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, and be subject to all of the following restrictions, disabilities, and duties of each of the Constituent Corporations, and all obligations of, or belonging to, or due to, either of the Constituent Corporations, shall occur:
(a) The separate existence be vested in the Surviving Entity without further act or deed; all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, wherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises, rights and immunities authority shall thereafter be the property of Careertek Acquisition shall continue unaffected and unimpaired by the MergerSurviving Entity as effectively as when they were the property of the Constituent Corporations, and the corporate identity, existence, purposes, powers, franchises title to any real estate or any interest therein vested in either of the Constituent Corporations shall not revert or in any way be impaired by reason of the Merger; all rights of creditors and immunities all liens upon any property of Careertek the Constituent Corporations existing as of the Effective Time shall be merged with preserved unimpaired; and into Careertek Acquisition all debts, liabilities, and duties of the Constituent Corporations shall thenceforth attach to the Surviving Entity and may be enforced against it to the same extent as the surviving corporationif such debts, liabilities, and duties had been incurred for or by it; and any action or proceeding, whether civil, criminal, or administrative, pending by or against either Constituent Corporation shall be fully vested therewithprosecuted as if the Merger had not taken place, or the Surviving Entity may be substituted in any such action or proceeding.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(db) All corporate acts, plans, policies, agreements approvals contracts, approvals, and authorizations of the shareholders Lightyear and its Members, Managers, committees elected or appointed by its Board of Directors of Careertek and of its respective Directors, officers, directors and agents, which agents that were valid and effective immediately prior to the Effective Date, Time shall be taken for all purposes as the acts, plans, policies, agreementscontracts, approvals approvals, and authorizations of Careertek Acquisition the Surviving Entity and shall be as effective and binding on Careertek Acquisition thereon as the same were on Careertekwith respect to Lightyear provided that this clause shall not in any way negate or negatively affect any representations and warranties, agreements or covenants of Lightyear Parties contained in this Agreement.
(ec) Careertek Acquisition All corporate acts, plans, policies, contracts, approvals, and authorizations of Merger Sub and its shareholders, directors, committees elected or appointed by its Board of Directors, officers, and agents that were valid and effective immediately prior to the Effective Time shall be liable taken for all purposes as the acts, plans, policies, contracts, approvals, and authorizations of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition Surviving Entity and shall be enforceable against Careertek Acquisition to effective and binding thereon as the same extent as if all such debtswere with respect to Merger Sub provided that this clause shall not in any way negate or negatively affect any representations and warranties, liabilities agreements or covenants of Wherify and duties had been incurred or contracted by CareertekMerger Sub contained n this Agreement.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Company and corporate organization of Careertek Val Cor shall cease (except insofar be a single corporation, which shall be Val Cor. Val Cor is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is herein after sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Company shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immuni ties, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Colorado Business Corporation Act.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Consti tuent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the Company's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of Val Cor as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Colorado law.
(g) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall represented shares of Company Equity shall, without further action, cease to be the acts, plans, policies, agreements, approvals an issued and authorizations of Careertek Acquisition existing share and shall be as effective converted into a right to receive from Zions Bancorp, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all purposes represent the right to receive, upon surrender of the obligations and liabilities certificate formerly representing such shares, the number of Careertek.
(f) The rightsshares of Zions Bancorp Stock specified in Article III; provided that, privilegeswith respect to any matters relating to stock certificates representing Company Equity, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at Zions Bancorp may rely conclusively upon the Effective Date by or against any record of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued stockholders maintained by the Merger, but may be enforced, prosecuted, settled or compromised as if Company containing the Merger had not occurred.
(h) All rights names and addresses of employees and creditors and all liens upon the property holders of Careertek shall be preserved unimpaired, limited in lien to record of the property affected by such liens Company Equity at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As At the Effective Time and without any further action on the part of the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinSurviving Corporation, the corporate identity, existence, purposes, powers, franchises, rights Surviving Corporation shall thereupon and immunities of Careertek Acquisition shall continue unaffected and unimpaired by thereafter possess all the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwillpowers and franchises of a public as well as of a private nature, inchoate of each of the Corporations, and be subject to all the restrictions, disabilities and duties of each of the Corporations so merged; and all of the rights, privileges, powers and franchises of each of the Corporations, and all property, real, personal and mixed, and all debts due to either of the Corporations on whatever account account, shall be vested in the Surviving Corporation; and all other things in action belonging to Careertekproperty, shall berights, privileges, powers and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors franchises and all liens upon and every other interest shall be thereafter the property of Careertek the Surviving Corporation as they were of the Corporations; and the title to any real estate, vested by deed or otherwise, under the laws of the State of Nevada or the State of Delaware or otherwise, in either of the Corporations, shall not revert or in any way be preserved unimpairedimpaired by reason of the Merger; provided, limited in lien to the property affected by such liens at the Effective Date, and that all the debts, liabilities and duties of Careertek the Corporations, and all rights of creditors and all liens upon any property of either of the Corporations shall thenceforth attach to Careertek Acquisition the Surviving Corporation, and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such said debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisitionit. Specifically, as in effect without limiting the foregoing, at the Effective Time and without any further action on the Effective Date, shall continue to be part of the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective DateSurviving Corporation, the Board Surviving Corporation shall thereupon and thereafter possess all the rights, privileges and powers, and be subject to all the restrictions, disabilities and duties of Directors of Careertek Acquisition shall consist of those persons set forth in WCO-Nevada relating to, and pursuant to the registration statementterms of, that certain Stock Purchase Agreement by and between WCO-Nevada and Interprise Technology Partners, L.P. dated March 30, 1999 (the "Interprise SPA"), and all agreements related thereto, including but not limited to the Registration Rights Agreement by and between WCO-Nevada, Interprise Technology Partners, L.P., and the officers of Careertek Acquisition shall be the officers specified in the registration statementother persons listed therein dated March 30, 1999.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek Yi Wan Group shall cease (except insofar as it may be continued by statute), Careertek Acquisition Brilliant Sun shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Brilliant Sun shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek Yi Wan Group shall be merged with and into Careertek Acquisition Brilliant Sun as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek Yi Wan Group shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek Yi Wan Group and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition Brilliant Sun and shall be as effective and binding on Careertek Acquisition Brilliant Sun as the same were on CareertekYi Wan Group.
(e) Careertek Acquisition Brilliant Sun shall be liable for all of the obligations and liabilities of CareertekYi Wan Group.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to CareertekYi Wan Group, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek AcquisitionBrilliant Sun, without further act or deed.
(g) No claim pending at the Effective Date by or against any of CareertekYi Wan Group, or any stockholder, officer or director thereof, shall axxxx xxxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek Yi Wan Group shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek Yi Wan Group shall attach to Careertek Acquisition Brilliant Sun and shall be enforceable against Careertek Acquisition Brilliant Sun to the same extent as if all such debts, liabilities and duties had been incurred or contracted by CareertekYi Wan Group.
(i) The Articles of Incorporation of Careertek AcquisitionBrilliant Sun, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition Brilliant Sun without change or amendment.
(j) The Bylaws of Careertek AcquisitionBrilliant Sun, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition Brilliant Sun without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition Brilliant Sun shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Brilliant Sun shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of At and after the Effective Date, all of the following shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over AdStxx.xxx xxxll succeed to and vested in Careertek Acquisitionpossess, without further act or deed.
(g) No claim pending at , all of the Effective Date estate, rights, privileges, powers, and franchises, both public and private, and all of the property, real, personal, and mixed, of each of the parties hereto; all debts due to Ad-Star Services on whatever account shall be vested in AdStxx.xxx; xxl claims, demands, property, rights, privileges, powers and franchises and every other interest of either of the parties hereto shall be as effectively the property of AdStxx.xxx xx they were of the respective parties hereto; the title to any real estate vested by deed or against any of Careertek, or any stockholder, officer or director thereof, otherwise in Ad-Star Services shall axxxx not revert or be discontinued in any way impaired by reason of the Mergermerger, but may shall be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All vested in AdStxx.xxx; xxl rights of employees and creditors and all liens upon the any property of Careertek either of the parties hereto shall be preserved unimpaired, limited in lien to the property affected by such liens lien at the Effective Date, and ; all the debts, liabilities liabilities, and duties of Careertek the respective parties hereto shall thenceforth attach to Careertek Acquisition and shall AdStxx.xxx xxx may be enforceable enforced against Careertek Acquisition it to the same extent as if all such debts, liabilities liabilities, and duties had been incurred or contracted by Careertek.
(i) The Articles it; all options, warrants and any other rights to purchase shares or other securities of Incorporation of Careertek Acquisitionthe respective parties shall thenceforth attach to AdStxx.xxx xxx may be enforced against it to the same extent as if such options, as in effect on warrants and any other rights to purchase shares or other securities had been issued or contracted by it; and AdStxx.xxx xxxll indemnify and hold harmless the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof Officers and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist each of those persons set forth in the registration statementparties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the officers of Careertek Acquisition shall be the officers specified in the registration statementmerger.
Appears in 1 contract
Samples: Merger Agreement (Adstar Com Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek Vectra shall cease (except insofar be a single association, which shall be Vectra. Vectra is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter some times called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding [___________] shares of common stock of Vectra, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of Vectra, and the holders of such stock shall retain their present rights.
(d) The shares of Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of the Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"Vectra Bank Colorado, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, Vectra as in effect on they exist immediately prior to the Effective Date, Date shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, Vectra as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Date shall be the officers specified in By-Laws of Vectra until later amended pursuant to the registration statementlaws of the United States.
Appears in 1 contract
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Company and corporate organization of Careertek Zions Bancorp shall cease (except insofar be a single corporation, which shall be Zions Bancorp. Zions Bancorp is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is hereinafter sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Company shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the Utah Business Corporation Act.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the 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 of and belonging to or due to each of the 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 either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of the Company's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Corporation shall be impaired by the Merger.
(df) All corporate acts, plans, policies, agreements approvals and authorizations The Articles of Incorporation of Zions Bancorp as they exist immediately prior to the Effective Date shall be the Articles of Incorporation of the shareholders Surviving Corporation until later amended pursuant to Utah law.
(g) The By-Laws of Zions Bancorp as they exist immediately prior to the Effective Date shall be the By-Laws of the Surviving Corporation until later amended pursuant to Utah law.
(h) At the Effective Date and Board of Directors of Careertek until surrendered for exchange and of its respective officerspayment, directors and agentseach outstanding stock certificate which, which were valid and effective immediately prior to the Effective Date, shall represented shares of Company Common Stock shall, without further action, cease to be the acts, plans, policies, agreements, approvals an issued and authorizations of Careertek Acquisition existing share and shall be as effective converted into a right to receive from Zions Bancorp, and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all purposes represent the right to receive, upon surrender of the obligations and liabilities certificate formerly representing such shares, the prorata consideration specified in Article III; provided that, with respect to any matters relating to stock certificates representing Company Common Stock, Zions Bancorp may rely conclusively upon the record of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued stockholders maintained by the Merger, but may be enforced, prosecuted, settled or compromised as if Company containing the Merger had not occurred.
(h) All rights names and addresses of employees and creditors and all liens upon the property holders of Careertek shall be preserved unimpaired, limited in lien to record of the property affected by such liens Company's Common Stock at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As of the Effective Date, all of the following shall occur:
(a) The On the First Merger Effective Time, the effect of the First Merger shall be as provided in the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Securities immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive Pubco Securities, as provided in Section 2.1, (iii) all First Merger Sub Share(s) immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of the Surviving Company, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and First Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Company, and (v) the separate corporate existence and corporate organization of Careertek First Merger Sub shall cease (except insofar as it may be continued by statute), Careertek Acquisition shall exist as a surviving corporationcease.
(b) Except as otherwise specifically set forth hereinAt the Effective Time, the corporate identity, existence, purposes, powers, franchises, rights effect of the Second Merger shall be as provided in this Agreement and immunities the applicable provisions of Careertek Acquisition shall continue unaffected and unimpaired by the MergerCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the corporate identityEffective Time, existence(i) all the rights, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all outstanding shares of Purchaser Ordinary Shares shall be impaired by converted into the Merger.
right to receive Pubco Ordinary Shares, as provided in Section 2.1, (diii) All corporate actsall outstanding Purchaser Warrants shall be converted into Pubco Warrants, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective as provided in Section 2.2; (iv) all Second Merger Sub Share(s) immediately prior to the Second Merger Effective Date, Time shall be cancelled and converted into the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as right to receive the same were on Careertek.
(e) Careertek Acquisition shall be liable for all class and number of shares of the obligations Surviving Entity; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of Careertek.
(f) The rightseach of the Purchaser and Second Merger Sub shall become the mortgages, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act charges or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Datesecurity interests, and all contracts, obligations, claims, debts and liabilities of the debts, liabilities Surviving Entity and duties (vi) the separate corporate existence of Careertek Second Merger Sub shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertekcease.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Business Combination Agreement (Finnovate Acquisition Corp.)
Effect of the Merger. As of The Merger shall have the effects under the Delaware General Corporation Law and the California Corporations Code. Without limiting the foregoing, upon the Effective DateTime, all of (i) the following Surviving Corporation, without further act, deed or other transfer, shall occur:
(a) The separate existence and corporate organization of Careertek shall cease (except insofar retain or succeed to, as it the case may be continued by statute), Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Mergerbe, and possess and be vested with all the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises and immunities authority, of Careertek shall be merged with and into Careertek Acquisition a public as the surviving corporationwell as of a private nature, shall be fully vested therewith.
(c) Neither the rights of creditors nor any liens upon or security interests in the property of Careertek shall be impaired by the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations each of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective Constituent Corporations as constituted immediately prior to the Effective DateTime, (ii) all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Delaware Subsidiary and Parent on whatever account, shall thereafter be the actstaken and deemed to be held by or transferred to, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall case may be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested or invested in Careertek Acquisition, the Surviving Corporation without further act or deed.
, and title to any real estate, or any interest therein vested in Delaware Subsidiary or Parent, shall not revert or in any way be impaired by reason of this Merger; (giii) No claim pending at all contractual rights, obligations and adopted plans, including without limitation the Effective Date NextGen Plans (as defined below) and all other contracts and obligations therein, of Parent shall thenceforth be assumed by, remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced by or against any of Careertekit to the same extent as if all said contractual rights, obligations and adopted plans had been entered into or any stockholder, officer or director thereof, shall axxxx or be discontinued adopted by the MergerSurviving Corporation; (iv) any and all intangibles and intellectual property rights, but may including without limitation patents, patent applications, trademarks, trademark applications, trade secrets, copyrights, know how, inventions and all other intellectual property and rights therein, of Parent and Delaware Subsidiary shall be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
property and assets of the Surviving Corporation; and (hv) All all of the rights of employees creditors of Delaware Subsidiary and creditors Parent shall be preserved unimpaired, and all liens upon the property of Careertek Delaware Subsidiary or Parent shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities liabilities, obligations and duties of Careertek the respective corporations shall attach to Careertek Acquisition thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and shall may be enforceable enforced against Careertek Acquisition it to the same extent as if all such of said debts, liabilities liabilities, obligations and duties had been incurred or contracted by Careertekthe Surviving Corporation.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Effect of the Merger. As The effect of the Effective Date, all Merger shall be as provided by the applicable provisions of the following shall occur:
(a) The laws of Alabama and Delaware. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger: the separate existence of First Southern shall cease; the Surviving Corporation shall possess all assets and corporate organization property of Careertek shall cease (except insofar as it may be continued by statute)every description, Careertek Acquisition shall exist as a surviving corporation.
(b) Except as otherwise specifically set forth hereinand every interest therein, the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition shall continue unaffected and unimpaired by the Mergerwherever located, and the corporate identityrights, existenceprivileges, purposesimmunities, powers, franchises and immunities authority, of Careertek a public as well as a private nature, of each of the Constituent Corporations; all obligations belonging to or due either of the Constituent Corporations shall be merged with vested in, and into Careertek Acquisition as become the surviving corporationobligations of, the Surviving Corporation without further act or deed; title to any real estate or any interest therein shall not revert or in any way be fully vested therewith.
(c) Neither impaired by reason of the Merger; all rights of creditors nor any and all liens upon or security interests in the any property of Careertek either of the Constituent Corporations shall be impaired by preserved unimpaired; and the Merger.
(d) All corporate acts, plans, policies, agreements approvals and authorizations of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition Surviving Corporation shall be liable for all the obligations of the obligations Constituent Corporations and liabilities of Careertek.
(f) The rightsany claim existing, privilegesor action or proceeding pending, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any either of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but Constituent Corporations may be enforcedprosecuted to judgment with right of appeal, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights taken place. If at any time after the Effective Time of employees the Merger the Surviving Corporation shall consider it to be advisable that any further conveyances, agreements, documents, instruments and creditors assurances of law or any other things are necessary or desirable to vest, perfect, confirm or record in the Surviving Corporation the title to any property, rights, privileges, powers and franchises of the Constituent Corporations or otherwise to carry out the provisions of this Agreement, the proper directors and officers of the Constituent Corporation last in office shall execute and deliver, upon the Surviving Corporation's request, any and all liens upon the property proper conveyances, agreements, documents, instruments and assurances of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Datelaw, and do all things necessary or proper to vest, perfect or confirm title to such property, rights, privileges, powers and title to such property, rights, privileges, powers and franchises in the debtsSurviving Corporation, liabilities and duties of Careertek shall attach otherwise to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with carry out the provisions thereof and applicable lawsof this Agreement.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.
Appears in 1 contract
Samples: Reincorporation Agreement (First Southern Bancshares Inc/De)
Effect of the Merger. As of At the Effective Date, all of the following shall occurTime:
(a) The separate existence LABN and corporate organization of Careertek NBTB (the "Constituent Corporations") shall cease (except insofar be a single corporation, which shall be NBTB. NBTB is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationcorporation in the Merger and is hereinafter sometimes called the "Surviving Corporation."
(b) Except as otherwise specifically set forth herein, the corporate identity, existence, purposes, powers, franchises, rights and immunities The separate existence of Careertek Acquisition LABN shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The Surviving Corporation shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a corporation organized under the GCL.
(d) The Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions for shares and all other choses in action, and all and every other interest of and belonging to or due to each of the Constituent Corporations shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further action, act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger.
(e) The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Corporations; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place, or the Surviving Corporation may be proceeded against or substituted in its place. The Surviving Corporation expressly assumes and agrees to perform all of LABN's liabilities and obligations. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either of the Constituent Corporations shall be impaired by the Merger.
(df) All corporate actsAny taxes, planspenalties, policies, agreements approvals and authorizations public accounts of the shareholders Commonwealth of Pennsylvania, claimed against either of the Constituent Corporations but not settled, assessed, or determined prior to the Merger shall be settled, assessed, or determined against the Surviving Corporation and, together with interest thereon, shall be a lien against the franchises and Board property, both real and personal, of Directors the Surviving Corporation.
(g) The Certificate of Careertek and Incorporation of its respective officers, directors and agents, which were valid and effective NBTB as it exists immediately prior to the Effective Date, Time shall be the acts, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be amended by amending Article FOURTH thereof to read as effective and binding on Careertek Acquisition as the same were on Careertek.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek.
(i) The Articles of Incorporation of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Articles of Incorporation of Careertek Acquisition without change or amendment.
(j) The Bylaws of Careertek Acquisition, as in effect on the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition shall be the officers specified in the registration statement.follows:
Appears in 1 contract
Samples: Merger Agreement (NBT Bancorp Inc)
Effect of the Merger. As of At the Effective Date, all of the following shall occur:
(a) The separate existence Bank and corporate organization of Careertek Vectra shall cease (except insofar be a single association, which shall be Vectra. Vectra is hereby designated as it may be continued by statute), Careertek Acquisition shall exist as a the surviving corporationassociation in the Merger and is hereinafter some times called the "Surviving Association."
(b) Except as otherwise specifically set forth herein, The separate existence of the corporate identity, existence, purposes, powers, franchises, rights and immunities of Careertek Acquisition Bank shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, franchises and immunities of Careertek shall be merged with and into Careertek Acquisition as the surviving corporation, shall be fully vested therewithcease.
(c) The currently outstanding [ ] shares of common stock of Vectra, each of $5.00 par value, will remain outstanding as shares of the $5.00 par value common stock of Vectra, and the holders of such stock shall retain their present rights.
(d) The shares of Bank Common Stock shall be canceled.
(e) The Surviving Association shall have all the rights, privileges, immunities, and powers and shall assume and be subject to all the duties and liabilities of a national banking association organized under the National Bank Act.
(f) The Surviving Association shall thereupon and thereafter possess all of the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the Constituent Associations; 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 and belonging to or due to each of the Constituent Associations shall be taken and deemed to be transferred to and vested in the Surviving Association without further act or deed; and the title to any real estate, or any interest therein, vested in either of the Constituent Associations shall not revert or be in any way impaired by reason of the Merger.
(g) The Surviving Association shall thenceforth be responsible and liable for all the liabilities and obligations of each of the Constituent Associations; and any claim existing or action or proceeding pending by or against either of the Constituent Associations may be prosecuted as if the Merger had not taken place, or the Surviving Association may be substituted in its place. The Surviving Association expressly assumes and agrees to perform all of the liabilities and obligations of the Bank. Neither the rights of creditors nor any liens upon or security interests in the property of Careertek either Constituent Association shall be impaired by the Merger.
(dh) All corporate acts, plans, policies, agreements approvals and authorizations The name of the shareholders and Board of Directors of Careertek and of its respective officers, directors and agents, which were valid and effective immediately prior to the Effective Date, Surviving Association shall be the acts"Vectra Bank Colorado, plans, policies, agreements, approvals and authorizations of Careertek Acquisition and shall be as effective and binding on Careertek Acquisition as the same were on CareertekNational Association.
(e) Careertek Acquisition shall be liable for all of the obligations and liabilities of Careertek.
(f) The rights, privileges, goodwill, inchoate rights, franchises and property, real, personal and mixed, and debts due on whatever account and all other things in action belonging to Careertek, shall be, and they hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and set over to and vested in Careertek Acquisition, without further act or deed.
(g) No claim pending at the Effective Date by or against any of Careertek, or any stockholder, officer or director thereof, shall axxxx or be discontinued by the Merger, but may be enforced, prosecuted, settled or compromised as if the Merger had not occurred.
(h) All rights of employees and creditors and all liens upon the property of Careertek shall be preserved unimpaired, limited in lien to the property affected by such liens at the Effective Date, and all the debts, liabilities and duties of Careertek shall attach to Careertek Acquisition and shall be enforceable against Careertek Acquisition to the same extent as if all such debts, liabilities and duties had been incurred or contracted by Careertek."
(i) The Articles of Incorporation Association of Careertek Acquisition, Vectra as in effect on they exist immediately prior to the Effective Date, Date shall continue to be the Articles of Incorporation Association of Careertek Acquisition without change or amendmentthe Surviving Association until later amended pursuant to the laws of the United States.
(j) The Bylaws By-Laws of Careertek Acquisition, Vectra as in effect on they exist immediately prior to the Effective Date, shall continue to be the Bylaws of Careertek Acquisition without change or amendment until such time, if ever, as it is amended thereafter in accordance with the provisions thereof and applicable laws.
(k) Upon the Effective Date, the Board of Directors of Careertek Acquisition shall consist of those persons set forth in the registration statement, and the officers of Careertek Acquisition Date shall be the officers specified in By-Laws of Vectra until later amended pursuant to the registration statementlaws of the United States.
Appears in 1 contract
