Effective Time; Effects of the Merger a. The Bank Merger shall become effective at the later of (i) the issuance by the Virginia State Corporation (the “VSCC”) of a certificate of merger relating to the Bank Merger, and (ii) the time set forth in the articles of merger relating to the Bank Merger filed with the VSCC, such time referred to herein as the “Effective Time”; provided, however, that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the merger (the “Merger”) of Community Bankers Trust Corporation, the parent company of Essex Bank (“CBTC”), with and into United Bankshares, Inc. (“United”), the parent company of United Bank.
b. The business of the Successor Institution shall be that of a Virginia chartered commercial bank. The business shall be conducted by the Successor Institution at its principal office, which shall be located at the principal office of United Bank at 0000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000; at all duly authorized and operating branches of United Bank and Essex Bank as of the Effective Time, together with the principal office of Essex Bank, which shall be operated as a branch of the Successor Institution; and at all other offices and facilities of United Bank and Essex Bank established as of the Effective Time.
c. At the Effective Time, the Bank Merger shall have the effects set forth in Section 6.2-822 of the Code of Virginia. At the Effective Time, the separate existence of Essex Bank shall cease and the corporate existence of United Bank, as the Successor Institution, shall continue unaffected and unimpaired by the Bank Merger; and the Successor Institution shall be deemed to be the same business and corporate entity as each of Essex Bank and United Bank. At the Effective Time, by virtue of the Bank Merger and without any further act, deed, conveyance or other transfer, all of the property, rights, powers and franchises of Essex Bank and United Bank shall vest in United Bank as the Successor Institution, and the Successor Institution shall be subject to and be deemed to have assumed all of the debts, liabilities, obligations and duties of Essex Bank and United Bank, and to have succeeded to all of the relationships, fiduciary or otherwise, of Essex Bank and United Bank as fully and to the same extent as if such property, rights, powers, franchises, debts, liabilities, obligations, duties and relationships had been originally acquired, incurred or entered into by the Successor Institution; provided, however, that...
Effective Time; Effects of the Merger. Subject to the provisions of this Agreement, the Statement of Merger shall be duly prepared, executed and delivered for filing with the PDS, as required, on the Closing Date. The Merger shall become effective at such time, on such date, as the Statement of Merger is filed with the PDS, as required, or at such date and time as may be specified in the Statement of Merger (such time being the “Effective Time”). At and after the Effective Time, the Merger shall have the effects set forth in Section 336 of the ETL and this Agreement.
Effective Time; Effects of the Merger a. The Merger shall become effective at the latest of: (i) the issuance by the West Virginia Secretary of State (“WVSOS”) of a certificate of merger relating to the Merger; (ii) the issuance by the Virginia State Corporation Commission (the “SCC”) of a certificate of merger relating to the Merger; and (iii) the time set forth in articles of merger relating to the Merger to be filed with the WVSOS and the SCC; such time referred to herein as the “Effective Time.”
b. At the Effective Time, the Merger shall have the effects set forth in Section 13.1-721 of the VSCA and Section 31D-11-1107 of the WVBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time the separate corporate existence of CBTC shall cease and all of the properties, rights, powers, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of CBTC shall be vested in, and all debts, liabilities and obligations of CBTC shall be the obligation of, United as the Surviving Entity, all without further act or deed, in accordance with the applicable provisions of the VSCA and the WVBCA.
Effective Time; Effects of the Merger a. The Merger shall become effective at the latest of (i) the issuance by the Virginia State Corporation Commission (the “SCC”) of a certificate of merger relating to the Merger; and (ii) the time set forth in articles of merger relating to the Merger filed with the SCC; such time referred to herein as the “Effective Time.”
b. At the Effective Time, the Merger shall have the effects set forth in Section 13.1-721 of the VSCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time the separate corporate existence of VCBI shall cease and all of the properties, rights, powers, privileges, franchises, patents, trademarks, licenses, registrations, and other assets of every kind and description of VCBI shall be vested in, and all debts, liabilities and obligations of VCBI shall be the obligation of, Xxxxxx Xxxxx as the Surviving Corporation, all without further act or deed, in accordance with the applicable provisions of the VSCA.
Effective Time; Effects of the Merger. (a) Subject to the terms and conditions of this Agreement, on the Closing Date, the Surviving Corporation shall file a certificate of merger complying with the requirements of the GBCC (the “Certificate of Merger”) with the Secretary of State of the State of Georgia (the “Georgia Secretary”). The term “Effective Time” shall mean the date and time upon which the Merger shall be effective, which shall be the later of (i) the date and time upon which the Certificate of Merger is filed with the Georgia Secretary and (ii) such later date and time to which ABCB and HSB shall agree and as may be specified in accordance with the GBCC.
Effective Time; Effects of the Merger. Prior to the Closing, Parent and the Company shall prepare, and on the Closing Date the Company shall cause to be filed with the Secretary of State of the State of California, a copy of an agreement of merger substantially in the form of Exhibit E hereto (the “Agreement of Merger”) and the officer’s certificates of the Company and Merger Sub required by Section 1103 of the CGCL (collectively, the “Merger Filing”), and the Merger shall become effective at such time when the Merger Filing is filed with and accepted by the Secretary of State of the State of California or at such later time as is agreed to by the Parties and is specified in the Merger Filing (the “Effective Time”). From and after the Effective Time, the Merger shall have the effects provided for in this Agreement and in Section 1107 of the CGCL.
Effective Time; Effects of the Merger. (a) Subject to the provisions of this Agreement, the Merger shall become effective at [·] a.m. Eastern Time on [February] [•], 2016 (the “Effective Time”), as stated in the certificate of merger (the “Certificate of Merger”) filed with and accepted by the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL.
(b) The effects and consequences of the Merger shall be as set forth in this Agreement and the DGCL. Without limiting the generality of the foregoing, from the Effective Time, (i) all the properties, rights, privileges, immunities, powers and franchises of Parent shall vest in the Company, as the Surviving Corporation, and (ii) all debts, liabilities, obligations and duties of Parent shall become the debts, liabilities, obligations and duties of the Company, as the Surviving Corporation.
Effective Time; Effects of the Merger. The Merger shall become effective when both (i) this Agreement shall be adopted and approved by the stockholders of the Acquired Company in accordance with the applicable provisions of the Delaware Code and (ii) a Certificate of Merger (the "Certificate of Merger"), executed in accordance with the relevant provisions of the Delaware Code is filed with the Secretary of State of Delaware (the time the Merger becomes effective being referred to as the "Effective Time"). The Merger shall have the effects set forth in the Delaware Code.
Effective Time; Effects of the Merger. The Merger shall become effective when both (a) this Agreement shall be adopted and approved by the stockholders of PCI in accordance with the applicable provisions of the GCL and (b) the Certificate of Merger, executed in accordance with the relevant provisions of the GCL, is filed with the Secretary of State of Delaware (the time the Merger becomes effective being referred to as the "Effective Time of the Merger"). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time of the Merger: the separate existence of Merger Sub shall cease; the Surviving Corporation shall possess all assets and property of every description, and all interests therein, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of each of Merger Sub and PCI (the "Constituent Corporations"); all obligations belonging to or due each 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 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 all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and the Surviving Corporation shall be liable for all of the 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 with right of appeal, as if the Merger had not taken place.
Effective Time; Effects of the Merger. (a) The Merger shall become effective at the date and time (the “Effective Time”) specified in the Articles of Merger.
(b) The Company shall be the surviving corporation (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Merger and shall continue its existence under the laws of the Commonwealth of Virginia. Upon consummation of the Merger, the separate corporate existence of the Merged Corporation shall terminate.
(c) The Merger will have the effects set forth in Section 13.1-721 of the VSCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Company shall possess all of the properties, rights, privileges, powers and franchises of the Merged Corporation and be subject to all of the debts, liabilities and obligations of the Merged Corporation.
