FINAL MERGER. Immediately after Closing, the Surviving Corporation shall be merged with and into Buyer ("Continuing Company") under the charter and Articles of Incorporation of Buyer pursuant to the provisions of, and with the effect provided in Article Five of the TBCA. The Articles of Incorporation of Continuing Company shall be the Articles of Incorporation of Buyer. Until altered, amended or repealed as therein provided and in the Articles of Incorporation of Continuing Company, the Bylaws of Continuing Company shall be the Bylaws of Buyer. Unless and until changed by the Board of Directors of Continuing Company, the main office of Continuing Company shall be the main office of Buyer. The established offices and facilities of the Surviving Corporation immediately prior to the Merger shall become the established offices and facilities of the Continuing Company. Until thereafter changed in accordance with law or the Articles of Incorporation or Bylaws of Continuing Company, all corporate acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and Buyer and their respective shareholders, boards of directors, committees elected or appointed thereby, officers and agents, which were valid and effective shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of Continuing Company and shall be effective and binding thereon.
FINAL MERGER. Immediately subsequent to consummation of the Holding Company Merger and the Bank Merger, the Holding Company Survivor will be merged with and into the Bank Survivor, and the Bank Survivor will be the surviving entity, in accordance with the terms and provisions of this Agreement and such other documents as shall be required to be filed with the Applicable Governmental Authorities, subject to the requisite approval of: (i) the respective stockholders of the parties to the Final Merger; and (ii) the Applicable Governmental Authorities, in accordance with Applicable Law.
FINAL MERGER. Subject to the terms and conditions of this Agreement, and pursuant to the provisions of the CGCL, the California Financial Code, and the Bank Regulations, at the Final Merger Effective Time (as defined in Section 1.2 hereof), Company may be merged with and into Parent pursuant to the terms and conditions set forth herein. Upon the consummation of the Final Merger, the separate corporate existence of Company shall cease and Parent shall continue as the surviving corporation under the laws of the State of California. The name of Parent as the surviving corporation of the Final Merger shall remain “Placer Sierra Bancshares.” From and after the Final Merger Effective Time, Parent, as the surviving corporation of the Final Merger, shall possess all of the properties and rights and be subject to all of the liabilities and obligations of Parent and Company, all as more fully described in the CGCL.
FINAL MERGER. Immediately after the effective time of the Initial Merger, the First Surviving Bank shall be merged with and into Prosperity (which, as the receiving association, is hereinafter referred to as "Continuing Bank" whenever reference is made to it at or after the Effective Time (as defined in Section 7.2 of this Agreement)) under the charter and Articles of Association of Prosperity pursuant to the provisions of, and with the effect provided in the Section 32.301 of the Texas Finance Code.
FINAL MERGER. As soon as reasonably practicable following the Closing, but at least one business day after the business day of the Effective Time and in no event later than the close of business on the fifteenth business day immediately following the business day of the Effective Time (unless additional time is reasonably required to effect an orderly transition of the payroll and benefit plans of the Company to the Buyer, in which event no later than the close of business on the thirtieth calendar day immediately following the calendar day of the Effective Time), the Surviving Corporation shall merge with and into the Buyer LLC. From and after the effectiveness of the Final Merger, the separate corporate existence of the Surviving Corporation shall cease and the Buyer LLC shall continue as the surviving entity in the Final Merger. The Buyer and the Buyer LLC shall take all such steps and actions as shall be required to cause the Surviving Corporation and the Buyer LLC to consummate the Final Merger as set forth in this Section 4.11.
FINAL MERGER. Immediately after the effective time of the Initial Xxxxxx, the First Surviving Bank shall be merged with and into FPB (which, as the receiving association, is hereinafter referred to as "Continuing Bank" whenever reference is made to it at or after the Effective Time (as defined in Section 6.2 of this Agreement)) under the charter and Articles of Association of FPB pursuant to the provisions of, and with the effect provided in the Section 32.301 of the Texas Finance Code.
FINAL MERGER. At the Final Effective Time, subject to and upon the terms and conditions set forth in this Agreement and the applicable provisions of the DLLCA and the Company LLC Agreement, Merger Sub 3 shall be merged with and into the Company, the separate limited liability company existence of Merger Sub 3 shall cease, and the Company shall continue as the Surviving Company. The Final Merger shall be effective at such time as the certificate of merger with respect to the Final Merger (in a form reasonably acceptable to Company and Purchaser) (the "Final Merger Certificate" and, collectively with the First LGC Merger Certificate and Second LGC Merger Certificate, the "Certificates of Merger") is duly filed with and accepted for record by the Secretary of State of the State of Delaware or such later time as the parties may specify in the Final Certificate of Merger (the "Final Effective Time" and, collectively with the First LGC Effective Time and the Second LGC Effective Time, the "Effective Times").
FINAL MERGER. As soon as reasonably practicable following the Closing, but at least one business day after the business day of the Effective Time and in no event later than the close of business on the fifth business day immediately following the business day of the Effective Time, iLead Surviving Company shall merge with and into THK LLC. From and after the effectiveness of the Final Merger, the separate corporate existence of iLead Surviving Company shall cease and THK LLC shall continue as the surviving entity in the Final Merger. Subject to Section 10.6, THK and THK LLC shall take all such steps and actions as shall be reasonably required to cause iLead Surviving Company and THK LLC to consummate the Final Merger as set forth in this Section 6.7.
FINAL MERGER. Immediately following the Merger Effective Time:
(a) upon the terms and subject to the conditions of this Agreement, in accordance with the DGCL and the DLLCA, the Parties shall consummate the Final Merger pursuant to which the Surviving Corporation shall merge with and into Merger Sub LLC whereupon the separate corporate existence of the Surviving Corporation shall cease and terminate and Merger Sub LLC shall be the surviving company in the Final Merger and shall continue its existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent (the "Surviving Company");
(b) the Surviving Corporation and Merger Sub LLC shall (and Parent shall cause the Surviving Corporation and Merger Sub LLC to) file a certificate of merger in a form reasonably acceptable to the Company and Parent (the "Certificate of Final Merger"), executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL and the DLLCA with the Secretary of State of the State of Delaware. The Final Merger shall become effective immediately following the Merger Effective Time, upon filing of the Certificate of Final Merger, or at such later time as is agreed between the Parties and specified in the Certificate of Final Merger in accordance with the relevant provisions of the DGCL and the DLLCA (the "Final Merger Effective Time");
(c) by virtue of the Final Merger and without any action on the part of the Parties, the membership interests of Merger Sub LLC outstanding immediately prior to the Final Merger Effective Time shall remain outstanding and become the membership interests of the Surviving Company. As a result of the Final Merger, the Surviving Company shall remain a wholly-owned Subsidiary of Parent.
(d) the Certificate of Formation of Merger Sub LLC in effect immediately prior to the Final Merger shall be the Certificate of Formation of the Surviving Company, until thereafter amended in accordance with applicable Law and such Certificate of Formation.
(e) the limited liability company operating agreement of Merger Sub LLC in effect immediately prior to the Final Merger shall be the limited liability company operating agreement of the Surviving Company, until thereafter amended in accordance with applicable Law, the Certificate of Formation and such agreement.
(f) Parent shall be the managing member of the Surviving Company and the officers of the Surviving Corporation immediately prior to the Final Merger Effective Time...
FINAL MERGER. Immediately after the effective time of the Initial Xxxxxx, xhe First Surviving Company shall be merged with and into Bancshares (which, as the receiving association, is hereinafter referred to as "Continuing Company" whenever reference is made to it at or after the Effective Time (as defined in Section 6.2 of this Agreement)) under the charter and Articles of Incorporation of Bancshares pursuant to the provisions of, and with the effect provided in Article 5 of the Texas Business Corporation Act ("TBCA").
