Common use of Effects of the Mergers Clause in Contracts

Effects of the Mergers. At and after the First Effective Time, the Initial Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial Constituent Corporations; and all rights, privileges, powers and franchises of each Initial Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial Constituent Corporation, on whatever account, shall become vested in the Initial Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial Surviving Corporation as they are of the Initial 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 Initial Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial Constituent Corporation shall thereafter attach to the Initial Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL. At and after the Second Effective Time, the Surviving Entity shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Entities, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Entities; and all rights, privileges, powers and franchises of each Constituent Entity, and all property, real, personal and mixed, and all debts due to each such Constituent Entity, on whatever account, shall become vested in the Surviving Entity; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity as they are of the Constituent Entities; 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 Constituent Entities shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Constituent Entity shall thereafter attach to the Surviving Entity and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCA.

Appears in 2 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)

AutoNDA by SimpleDocs

Effects of the Mergers. (a) At and after the First Domestication Effective Time, the Initial Surviving Corporation SPAC Successor shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First Constituent CorporationsCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First Constituent Corporations; Companies, and all rights, privileges, powers and franchises of each Initial of the First Constituent CorporationCompanies, and all property, real, personal and mixed, and all debts and liabilities due to each such Initial of the First Constituent CorporationCompanies, on whatever account, shall become vested in the Initial Surviving Corporation; SPAC Successor, and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial Surviving Corporation SPAC Successor as they are of the Initial First 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 Initial Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial Constituent Corporation shall thereafter attach to the Initial Surviving Corporation and shall be enforceable against it to the same extent as if said debtsCompanies, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the Cayman Statute and the DGCL. . (b) At and after the Second Merger Effective Time, the Surviving Entity Company shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second Constituent EntitiesCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Second Constituent Entities; Companies, and all rights, privileges, powers and franchises of each of the Second Constituent EntityCompanies, and all property, real, personal and mixed, and all debts and liabilities due to each such of the Second Constituent EntityCompanies, on whatever account, shall become vested in the Surviving Entity; Company, and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity Company as they are of the Second Constituent Entities; 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 Constituent Entities shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Constituent Entity shall thereafter attach to the Surviving Entity and shall be enforceable against it to the same extent as if said debtsCompanies, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCADGCL.

Appears in 2 contracts

Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)

Effects of the Mergers. (a) At and after the First Effective Time, the Initial First-Step Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First-Step Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First-Step Constituent Corporations; Corporations; and all rights, privileges, powers and franchises of each Initial First-Step Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial First-Step Constituent Corporation, on whatever account, shall become vested in the Initial First-Step Surviving Corporation; Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial First-Step Surviving Corporation as they are of the Initial First-Step Constituent Corporations; 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 Initial First-Step Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial Constituent Corporation shall thereafter attach to the Initial Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; Merger; all of the foregoing in accordance with the applicable provisions of the DGCL. . (b) At and after the Second Effective Time, the Surviving Entity Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second-Step Constituent EntitiesCorporations, and shall become subject to all the restrictions, disabilities and duties of each of the Second-Step Constituent Entities; Corporations; and all rights, privileges, powers and franchises of each Second-Step Constituent EntityCorporation, and all property, real, personal and mixed, and all debts due to each such Second-Step Constituent EntityCorporation, on whatever account, shall become vested in the Surviving Entity; Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity Corporation as they are of the Second-Step Constituent Entities; 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 Second-Step Constituent Entities Corporations shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Constituent Entity shall thereafter attach to the Surviving Entity and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; Merger; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCADGCL.

Appears in 1 contract

Samples: Merger Agreement (Aurora Acquisition Corp.)

Effects of the Mergers. (a) At and after the First Effective Time, the Initial First-Step Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First-Step Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First-Step Constituent Corporations; and all rights, privileges, powers and franchises of each Initial First-Step Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial First-Step Constituent Corporation, on whatever account, shall become vested in the Initial First-Step Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial First-Step Surviving Corporation as they are of the Initial First-Step 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 Initial First-Step Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial a First-Step Constituent Corporation shall thereafter attach to the Initial First-Step Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL. . (b) At and after the Second Effective Time, the Surviving Entity Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second-Step Constituent EntitiesCorporations, and shall become subject to all the restrictions, disabilities and duties of each of the Second-Step Constituent EntitiesCorporations; and all rights, privileges, powers and franchises of each Second-Step Constituent EntityCorporation, and all property, real, personal and mixed, and all debts due to each such Second-Step Constituent EntityCorporation, on whatever account, shall become vested in the Surviving EntityCorporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity Corporation as they are of the Second-Step Constituent EntitiesCorporations; 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 Second-Step Constituent Entities Corporations shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a First-Step Constituent Entity Corporation shall thereafter attach to the Surviving Entity Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCADGCL.

Appears in 1 contract

Samples: Merger Agreement (Reinvent Technology Partners Z)

Effects of the Mergers. (a) At and after the First Effective Time, the Initial Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First Merger Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First Merger Constituent Corporations; and all rights, privileges, powers and franchises of each Initial First Merger Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial First Merger Constituent Corporation, on whatever account, shall become vested in the Initial Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial Surviving Corporation as they are of the Initial 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 Initial Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial Constituent Corporation shall thereafter attach to the Initial Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL. . (b) At and after the Second Effective Time, the Surviving Entity shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second Merger Constituent EntitiesCompanies, and shall become subject to all the restrictions, disabilities and duties of each of the Second Merger Constituent EntitiesCompanies; and all rights, privileges, powers and franchises of each Second Merger Constituent EntityCompanies, and all property, real, personal and mixed, and all debts due to each such Second Merger Constituent EntityCompanies, on whatever account, shall become vested in the Surviving Entity; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity as they are of the Second Merger Constituent Entities; 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 Constituent Entities shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Constituent Entity shall thereafter attach to the Surviving Entity and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itCompanies; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCA.

Appears in 1 contract

Samples: Merger Agreement (dMY Technology Group, Inc. IV)

AutoNDA by SimpleDocs

Effects of the Mergers. (a) At and after the First Effective Time, the Initial First-Step Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First-Step Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First-Step Constituent Corporations; and all rights, privileges, powers and franchises of each Initial First-Step Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial First-Step Constituent Corporation, on whatever account, shall become vested in the Initial First-Step Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial First-Step Surviving Corporation as they are of the Initial First-Step 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 Initial First-Step Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial a First-Step Constituent Corporation shall thereafter attach to the Initial First-Step Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL. . (b) At and after the Second Effective Time, the Surviving Entity Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second-Step Constituent EntitiesCorporations, and shall become subject to all the restrictions, disabilities and duties of each of the Second-Step Constituent EntitiesCorporations; and all rights, privileges, powers and franchises of each Second-Step Constituent EntityCorporation, and all property, real, personal and mixed, and all debts due to each such Second-Step Constituent EntityCorporation, on whatever account, shall become vested in the Surviving EntityCorporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity Corporation as they are of the Second-Step Constituent EntitiesCorporations; 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 Second-Step Constituent Entities Corporations shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Second-Step Constituent Entity Corporation shall thereafter attach to the Surviving Entity Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCADGCL.

Appears in 1 contract

Samples: Merger Agreement (Social Capital Hedosophia Holdings Corp. III)

Effects of the Mergers. (a) At and after the First Effective Time, the Initial First-Step Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Initial First-Step Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Initial First-Step Constituent Corporations; and all rights, privileges, powers and franchises of each Initial First-Step Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Initial First-Step Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Initial First-Step Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Initial First-Step Surviving Corporation as they are of the Initial First-Step 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 Initial First-Step Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of an Initial either First-Step Constituent Corporation shall thereafter attach to the Initial First-Step Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL. At and after the Second Effective Time, the Surviving Entity shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Entities, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Entities; and all rights, privileges, powers and franchises of each Constituent Entity, and all property, real, personal and mixed, and all debts due to each such Constituent Entity, on whatever account, shall become vested in the Surviving Entity; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Entity as they are of the Constituent Entities; 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 Constituent Entities shall not revert or become in any way impaired by reason of the Second Merger; but all Liens upon any property of a Constituent Entity shall thereafter attach to the Surviving Entity and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the DLLCANRS. (b) At and after the Second Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Second-Step Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Second-Step Constituent Corporations; and all rights, privileges, powers and franchises of each Second-Step Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Second-Step Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Second-Step 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 Second -Step Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; but all Liens upon any property of either Second-Step Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL and the NRS.

Appears in 1 contract

Samples: Merger Agreement (GP Investments Acquisition Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!