Effects of Mergers. At the Effective Time, Pioneer USA, without further action, as provided by the laws of the State of Delaware and the State of Texas, shall succeed to and possess all the rights, privileges, powers, and franchises, of a public as well as of a private nature, of the Partnerships; and all property, real, personal and mixed, and all debts due on whatsoever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to the Partnerships shall be deemed to be vested in Pioneer USA without further act or deed; and the title to any real estate, or any interest therein, vested in Pioneer USA or the Partnerships shall not revert or be in any way impaired by reason of the mergers. Such transfer to and vesting in Pioneer USA shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger or consolidation by law or express provision in any contract, agreement, decree, order, or other instrument to which Pioneer USA or the Partnerships is a party or by which either of them is bound. At and after the Effective Time, Pioneer USA shall be responsible and liable for all debts, liabilities, and duties of the Partnerships, including franchise taxes, if any, which may be enforced against Pioneer USA to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. Neither the rights of creditors nor any liens upon the property of the Partnerships or Pioneer USA shall be impaired by the mergers.
Effects of Mergers. The Mergers shall have the effects set forth in Section 259 of the DGCL.
Effects of Mergers. (a) From and after the AGM Effective Time, the AGM Merger shall have the effects set forth in this Agreement and Section 251 of the DGCL.
(b) From and after the AHL Effective Time, the AHL Merger shall have the effects set forth in this Agreement and Section 109(2) of the Bermuda Companies Act.
Effects of Mergers. The Mergers shall have the effects specified in the applicable provisions of the MGCL, this Agreement and the Articles of Merger. Without limiting the generality of the foregoing, and subject thereto, (i) from and after the First Merger Effective Time, the First Merger Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the First Merger Surviving Entity and (ii) from and after the Second Merger Effective Time, the Second Merger Surviving Entity shall possess all properties, rights, privileges, powers and franchises of Parent and the First Merger Surviving Entity, and all of the claims, obligations, liabilities, debts and duties of the Parent and the First Merger Surviving Entity shall become the claims, obligations, liabilities, debts and duties of the Second Merger Surviving Entity.
Effects of Mergers. At the IX Blocker Merger Effective Time and the Principals Blocker Merger Effective Time, the effects of the IX Blocker Merger and the Principals Blocker Merger, as applicable, will be as provided in this Agreement, the IX Blocker Certificate of Merger or the Principals Blocker Certificate of Merger, as applicable, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the IX Blocker Merger Effective Time, by virtue of the IX Blocker Merger and without any action on the part of IX Blocker Merger Sub or IX Blocker, all of the properties, rights, privileges, powers, and franchise of each of IX Blocker and IX Blocker Merger Sub will vest in Surviving IX Blocker, and all of the debts, liabilities, and duties of each of IX Blocker and IX Blocker Merger Sub will become the debts, liabilities, and duties of Surviving IX Blocker. Without limiting the generality of the foregoing, and subject thereto, at the Principals Blocker Merger Effective Time, by virtue of the Principals Blocker Merger and without any action on the part of Principals Blocker Merger Sub or Principals Blocker, all of the properties, rights, privileges, powers, and franchise of each of Principals Blocker and Principals Blocker Merger Sub will vest in Surviving Principals Blocker, and all of the debts, liabilities, and duties of each of Principals Blocker and Principals Blocker Merger Sub will become the debts, liabilities, and duties of Surviving Principals Blocker. At the Company Merger Effective Time, the effects of the Company Merger will be as provided in this Agreement, the Company Certificate of Merger and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto and to the other terms and conditions of this Agreement (including Section 11.22), at the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of Company Merger Sub or the Company, all of the properties, rights, privileges, powers, and franchise of each of the Company and Merger Sub will vest in Surviving Company, and all of the debts, liabilities, and duties of each of the Company and Company Merger Sub will become the debts, liabilities, and duties of Surviving Company.
Effects of Mergers. (a) From and after the Effective Time and until further amended in accordance with law, (i) the articles of incorporation of the Company as in effect immediately prior to the Effective Time shall be the articles of incorporation of the First-Step Surviving Corporation, and (ii) the bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the First-Step Surviving Corporation. From and after the Second Effective Time and until further amended in accordance with law, (i) the articles of incorporation of the First-Step Surviving Corporation as in effect immediately prior to the Second Effective Time shall be the articles of incorporation of the Surviving Corporation, and (ii) the bylaws of the First-Step Surviving Corporation as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation.
(b) Parent, the Company, Merger Sub I and Merger Sub II, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Mergers in accordance with the NRS at the Effective Time and Second Effective Time, as applicable. If at any time after the Effective Time or Second Effective Time, as applicable, any OMM_US:72635225.5 further action is necessary or desirable to carry out the purposes of this Agreement and to vest the First-Step Surviving Corporation or Surviving Corporation with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company, Merger Sub I or Merger Sub II, the officers of the First-Step Surviving Corporation and Surviving Corporation are fully authorized in the name of Parent, the Company, Merger Sub I and Merger Sub II or otherwise to take, and shall take, all such lawful and necessary action.
(c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the First Merger shall take place on or before February 28, 2015 (the “Closing Date”), at the offices of the Parent located at 20000 00xx Xxxxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 or such other time and place as the Company and Parent mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than three (3) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed upon by the parties hereto. On the Closing Date, or as soon t...
Effects of Mergers. 10 2.5 Adjustments to Conversion Ratios....................................14 2.6
Effects of Mergers. At and after the Effective Time, each Merger shall have the effects specified herein and in the Ohio Revised Code. As a result of the Mergers, each Surviving Corporation shall become a wholly-owned subsidiary of Parent.
Effects of Mergers. At and after the Effective Time, each of the Edge Merger and the Summit Merger will have the effects set forth in Section 1361 of the LALLCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time (i) all the property, rights, privileges, powers and franchises of Edge and Merger Sub I shall be vested in the Edge Surviving Entity, and all debts, liabilities and duties of Edge and Merger Sub I shall become the debts, liabilities and duties of the Edge Surviving Entity and (ii) all the property, rights, privileges, powers and franchises of Summit and Merger Sub II shall be vested in the Summit Surviving Entity, and all debts, liabilities and duties of Summit and Merger Sub II shall become the debts, liabilities and duties of the Summit Surviving Entity.
Effects of Mergers. The Company Merger shall have the effects set forth in the Louisiana Business Corporation Law ("LBCL"). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property and assets, rights, privileges and all debts, liabilities and obligations of Citizens will become the assets, rights, privileges, debts, liabilities and obligations of Acquisition as the surviving corporation in the Company Merger. The Bank Merger shall have the effects set forth in the National Banking Laws. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property and assets, rights, privileges and all debts, liabilities and obligations of Bank will become the assets, rights, privileges, debts, liabilities and obligations of Whitney's Bank as the surviving association in the Bank Merger.
