Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger Sub, all as provided under the MGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hillshire Brands Co), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, powersprivileges, privileges powers and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger SubSub shall vest in the Surviving Corporation and all debts, all as provided under liabilities, duties and obligations of the MGCLCompany and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sizeler Property Investors Inc), Agreement and Plan of Merger (PHH Corp), Agreement and Plan of Merger (Revenue Properties Co LTD)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the --------------------- effects set forth in this Agreement the MGCL and the applicable provisions of the MGCLDGCL. Without limiting the generality of the foregoing, foregoing and subject thereto at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Acquisition shall vest in the Surviving Corporation shall possess and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubAcquisition shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Mi Subsidiary I Inc), Merger Agreement (Marriott International Inc /Md/), Merger Agreement (Execustay Corp)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company shall become the debts, liabilities and Merger Sub, all as provided under duties of the MGCLSurviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (First Connecticut Bancorp, Inc.)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Acquisition shall vest in the Surviving Corporation shall possess and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubAcquisition shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Ac Acquisition Subsidiary Inc), Merger Agreement (Chesapeake Biological Laboratories Inc)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable relevant provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rightsclaims, powersobligations, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the claims, all as provided under obligations, debts, liabilities and duties of the MGCLSurviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (SP Bancorp, Inc.)
Effects of the Merger. At and after the Effective Time, The effects of the Merger shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligationsproperty, liabilities rights, privileges, powers and duties franchises of the Company and Merger SubSub shall vest in the Surviving Corporation, and all debts, liabilities, duties and obligations of the Company and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation, all as provided under the MGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions Section 3-114 of the MGCLMGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime of the Merger, all of the Surviving Corporation shall possess all the property, rights, powers, privileges and franchises powers of the Company and be subject to Merger Sub will vest in the Surviving Company, and all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub will become the debts, all as provided under liabilities and duties of the MGCLSurviving Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc), Agreement and Plan of Merger (Center Trust Inc), Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the properties, rights, powersprivileges, privileges powers and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger SubSub shall vest in the Surviving Corporation, and all as provided under debts, liabilities, duties and obligations of the MGCLCompany and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Price Legacy Corp), Agreement and Plan of Merger (Developers Diversified Realty Corp), Agreement and Plan of Merger (JDN Realty Corp)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGBCL. Without limiting the generality of the foregoing, at from and after the Effective Time, the Surviving Corporation shall possess all the properties, rights, powersprivileges, privileges powers and franchises of the Company and be subject to Merger Sub, and all of the claims, obligations, liabilities liabilities, debts and duties of the Company and Merger SubSub shall become the claims, all as provided under obligations, liabilities, debts and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vail Resorts Inc), Agreement and Plan of Merger (Peak Resorts Inc)
Effects of the Merger. At and after the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Articles of Merger, and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligationsproperty, 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 SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Resources Inc), Agreement and Plan of Merger (Legg Mason, Inc.)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligationsproperties, 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 SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Texas Instruments Inc), Agreement and Plan of Merger (Unitrode Corp)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and specified in the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and the MLLCA. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, powersprivileges, privileges powers and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger SubSub shall vest in the Surviving Corporation and all debts, all as provided under liabilities, duties and obligations of the MGCLCompany and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Growth Properties Inc), Agreement and Plan of Merger (Rouse Company)
Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and the DGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, powersprivileges, privileges powers and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger SubSub shall vest in the Surviving Corporation and all debts, all as provided under liabilities, duties and obligations of the MGCLCompany and Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AmNet Mortgage, Inc.), Agreement and Plan of Merger (Wachovia Corp New)
Effects of the Merger. At and after the Effective Time, the Merger shall will have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Acquirer shall vest in the Surviving Corporation shall possess Company, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubAcquirer shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RWD Technologies Inc), Agreement and Plan of Merger (RWD Technologies Inc)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement the DGCL and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, powers, privileges and franchises and be subject to all powers of the obligationsCompany and Buyer shall be vested in the Buyer as the Surviving Company, and all debts, liabilities and duties of the Company shall become the debts, liabilities and Merger Sub, all duties of the Buyer as provided under the MGCLSurviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patriot Capital Funding, Inc.), Agreement and Plan of Merger (Prospect Capital Corp)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Capital Corp), Agreement and Plan of Merger (Security Capital Group Inc/)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and the OGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company shall become the debts, liabilities and Merger Sub, all as provided under duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mb Financial Inc /Md), Agreement and Plan of Merger (Fifth Third Bancorp)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective TimeTime all the property, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubPurchaser shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Holdings Inc), Agreement and Plan of Merger (Microdyne Corp)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth herein and in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Integral Systems Inc /Md/), Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)
Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubPurchaser shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth herein and in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ace Comm Corp), Agreement and Plan of Merger (Ace Comm Corp)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and the NCBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Company shall vest in the Surviving Corporation Corporation, and all debts, liabilities and duties of Company shall possess all become the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger Sub, all as provided under the MGCL.Surviving Corporation. 1.4
Appears in 1 contract
Effects of the Merger. At From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions Section 3-114 of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises, of a public or private nature, of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Imperial Credit Commercial Mortgage Investment Corp)
Effects of the Merger. At and after the Effective Time, the Merger shall will have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested in the Surviving Corporation shall possess Corporation, and all the rightsdebts, powersliabilities, privileges and franchises and be subject to all of the obligations, liabilities obligations and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities, obligations and duties of the MGCLSurviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Finance Corp of America)
Effects of the Merger. At and after the Effective Time, the (a) The Merger shall have the effects set forth in this Agreement and the applicable provisions Section 3-114 of the MGCLMGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime of the Merger, all of the Surviving Corporation shall possess all the property, rights, powers, privileges and franchises powers of the Company and be subject to Merger Sub will vest in the Surviving Company, and all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub will become the debts, all as provided under liabilities and duties of the MGCLSurviving Company.
Appears in 1 contract
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the Agreement of Merger and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and other applicable law. Without limiting the generality of the foregoing, at and subject thereto, from and after the Effective Time, the Surviving Corporation Company shall possess all of the properties, rights, powersprivileges, privileges powers and franchises of Merger Sub and be subject to all of the obligationsdebts, liabilities and duties obligations of the Company and Merger Sub, all as provided under the MGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pilgrim Bancshares, Inc.)
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCLMGCL and other applicable law. Without limiting the generality of the foregoing, at and subject thereto, from and after the Effective Time, the Surviving Corporation Company shall possess all of the properties, rights, powersprivileges, privileges powers and franchises of Merger Sub and be subject to all of the obligationsdebts, liabilities and duties obligations of Merger Sub. As a result of the Company Merger and Merger SubSecond Step Merger, all as provided under the MGCLStandard Bank shall become a wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Standard AVB Financial Corp.)
Effects of the Merger. At From and after the Effective --------------------- Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions Section 3-114 of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises, of a public or private nature, of the Company and Merger Sub shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 1 contract
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth as provided in this Agreement and as specified in the applicable provisions of the MGCL. Without limiting the generality of and subject to the foregoing, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligationsproperty, assets, rights, privileges, immunities, powers and franchises of Merger Sub and the Company shall vest in the Company as the Surviving Corporation, and all of the debts, liabilities and duties of Merger Sub and the Company shall become the debts, liabilities and duties of the Company and Merger Sub, all as provided under the MGCLSurviving Corporation.
Appears in 1 contract
Effects of the Merger. At and after the Effective Time, the (a) The Merger shall have the effects set forth in this Agreement and the applicable provisions Section 3β114 of the MGCLMGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime of the Merger, all of the Surviving Corporation shall possess all the property, rights, powers, privileges and franchises powers of the Company and be subject to Merger Sub will vest in the Surviving Company, and all of the obligationsdebts, liabilities and duties of the Company and Merger SubSub will become the debts, all as provided under liabilities and duties of the MGCLSurviving Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pan Pacific Retail Properties Inc)
Effects of the Merger. At and after the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoingforegoing and subject thereto, at the Effective Time, Time the Surviving Corporation Company shall possess succeed to all the rights, powers, privileges rights and franchises property of Acquisition and the Company and shall be subject to all the debts and liabilities of Acquisition and the obligations, liabilities and duties of the Company and Merger Sub, all as provided under the MGCLCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Gateway Properties Inc /Md/)
Effects of the Merger. At From and after the Effective --------------------- Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation shall possess Corporation, and all the rights, powers, privileges and franchises and be subject to all of the obligationsdebts, liabilities and duties of the Company and Merger SubPurchaser shall become the debts, all as provided under liabilities and duties of the MGCLSurviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Group Inc/)
