Effecting the Merger. Upon the terms and subject to the conditions contained in this Agreement, at the Effective Time (as hereinafter defined), (i) Acquisition Sub shall be merged with and into GSI (the “Merger”); (ii) the separate corporate existence of Acquisition Sub shall thereupon cease and GSI will continue as the surviving corporation in the Merger and wholly-owned subsidiary of XXXXXX (sometimes referred to herein as the “Surviving Subsidiary”), (iii) all the properties, rights and privileges, and power of GSI, shall vest in the Surviving Subsidiary, and all debts, liabilities and duties of GSI shall become the debts, liabilities and duties of the Surviving Subsidiary, and (iv) each share of common stock of Acquisition Sub issued and outstanding immediately prior to the Effective Time will be converted into and exchange for one validly issued, fully paid and non-assessable share of the Surviving Subsidiary’s common stock.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cheng Yin-Chieh), Agreement and Plan of Merger (Nocera, Inc.), Agreement and Plan of Merger (Nocera, Inc.)
