Effects of the First Merger. From and after the Effective Time, the First Merger shall have the effects set forth in Section 259 of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the First Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the First Surviving Corporation.
Effects of the First Merger. At and after the First Effective Time, the First Merger shall have the effects set forth in the DGCL.
Effects of the First Merger. At and upon the Effective Time of the First Merger:
(a) the separate existence of Merger Sub One shall cease and Merger Sub One shall be merged with and into the Company, and the Company shall be the surviving corporation of the First Merger pursuant to the terms of this Agreement and the Certificate of Merger for the First Merger;
(b) the Certificate of Incorporation of the Company shall be amended in its entirety to read as set forth in the Certificate of Merger for the First Merger;
(c) the Bylaws of Merger Sub One shall continue unchanged and be adopted as the Bylaws of the Company in accordance with Delaware Law;
(d) the officers of Merger Sub One immediately prior to the Effective Time of the First Merger shall continue to be officers of the Company immediately after the Effective Time of the First Merger until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub One immediately prior to the Effective Time of the First Merger shall continue to be the members of the Board of Directors of the Company immediately after the Effective Time of the First Merger until their respective successors are duly elected or appointed and qualified; and
(f) the First Merger shall, from and after the Effective Time of the First Merger, have all of the effects provided by Delaware Law.
Effects of the First Merger. All rights, privileges, powers, franchises and restrictions of Monocle shall continue unaffected by the First Merger, and all property, real, personal and mixed, and all debts due to each such First Merger Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in Monocle and shall thereafter be the property of Monocle as they are of the First Merger Constituent Corporations, and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such First Merger Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; provided, that all Liens upon any property of either First Merger Constituent Corporation shall thereafter attach to Monocle and shall be enforceable against it to the same extent as if said Liens had been incurred or contracted by it. All of the foregoing shall be in accordance with the applicable provisions of the DGCL.
Effects of the First Merger. (a) At the Effective Time and by virtue of the First Merger, the certificate of incorporation of Ryzac, Inc. shall be the amended and restated certificate of incorporation of the Initial Surviving Company until the Second Merger is consummated.
(b) At the Effective Time, the bylaws of Merger Sub I in effect immediately prior to the Effective Time shall be the bylaws of the Initial Surviving Company until the Second Merger is consummated.
(c) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Merger Sub I at the Effective Time shall be the directors of the Initial Surviving Company, and (b) the officers of the Company at the Effective Time shall be the officers of the Initial Surviving Company.
Effects of the First Merger. At the First Merger Effective Time, the First Merger shall have the effects specified in this Agreement, the First Plan of Merger and the Cayman Islands Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of PAQC and Merger Sub 1 shall vest in the First Merger Surviving Company and the First Merger Surviving Company shall be liable for and subject in the same manner as PAQC and Merger Sub 1 to all mortgages, charges or security interests and all Contracts, obligations, claims, debts and liabilities of PAQC and Merger Sub 1 in accordance with the Cayman Islands Companies Act.
Effects of the First Merger. At the First Merger Effective Time, the effect of the First Merger shall be as provided in this Agreement and applicable provisions of law. Without limiting the generality of the foregoing, and subject thereto, at the First Merger Effective Time, except as otherwise provided herein:
(i) The business of the resulting institution shall be that of a federal stock savings and loan association as provided in its charter. All assets, rights, interests, privileges, powers, franchises and property (real, personal and mixed) of Oconee Interim shall be automatically transferred to and vested in Xxxxxxxx Federal, as the resulting institution, by virtue of the Second Merger without any deed or other document of transfer. Xxxxxxxx Federal, as the resulting institution, without any order or action on the part of any court or otherwise and without any documents of assumption or assignment, shall hold and enjoy all of the properties, franchises and interests, including appointments, powers, designations, nominations and all other rights and interests as the agent or other fiduciary in the same manner and to the same extent as such rights, franchises, and interests and powers were held or enjoyed by Oconee Interim. Xxxxxxxx Federal, as the resulting institution, shall be responsible for all of the liabilities, restrictions and duties of every kind and description of Oconee Interim, immediately prior to the First Merger, including liabilities for all debts, obligations and contracts of Oconee Interim, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, books or accounts or records of Oconee Interim. All rights of creditors and other obligees and all liens on property of Oconee Interim shall be preserved and shall not be released or impaired.
(ii) [Reserved].
(iii) The name of the resulting institution shall be Xxxxxxxx Federal Bank.
(iv) The home office and the branch offices of Xxxxxxxx Federal shall be the home office and branch offices of the resulting institution, as set forth on Exhibit A hereto.
(v) The charter and bylaws of Xxxxxxxx Federal, as in effect immediately prior to the First Merger Effective Time, shall be the charter and bylaws of the resulting institution until thereafter amended as provided by law.
(vi) Subject to the completion of the Second Merger, the directors of Xxxxxxxx Federal immediately prior to the First Merger shall be the directors of the resulting instit...
Effects of the First Merger. At the First Effective Time, the effect of the First Merger shall be as provided in Section 18-209 of the DLLCA.
Effects of the First Merger. At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Effects of the First Merger. At and after the Effective Time, the First Merger shall have the effects set forth in the applicable provisions of the ORS.
