First Step Merger. On the terms and subject to the conditions set forth in this Agreement, and pursuant to Section XIV of the Law of August 10, 1915 on commercial companies, as amended (the “Luxembourg Company Law”), Section 104A of the Companies Xxx 0000 of Bermuda, as amended (the “Bermuda Companies Act”), and the terms and conditions of the First-Step Statutory Merger Agreement, at the First-Step Effective Time, the Company shall be merged with and into Flagstone Bermuda by way of a merger by absorption, the separate corporate existence of the Company shall thereupon cease, and Flagstone Bermuda shall be the surviving company in the First-Step Merger (such surviving company, the “Intermediate Company”).
First Step Merger. Subject to the terms and conditions of this Agreement, at the First Effective Time, BNY shall be merged with and into Newco in accordance with the provisions of the NYBCL and the DGCL (the “First Step Merger”). Newco shall be the surviving corporation in the First Step Merger and shall be governed by the laws of the State of Delaware. Upon consummation of the First Step Merger, the separate corporate existence of BNY shall cease.
First Step Merger. Subject to the terms and conditions of this Agreement, at the First Effective Time, Regions shall be merged with and into Newco in accordance with the provisions of Section 251 of the DGCL (the "First Step Merger"). Newco shall be the surviving corporation in the First Step Merger and shall continue to be governed by the laws of the State of Delaware. Upon consummation of the First Step Merger, the separate corporate existence of Regions shall cease.
First Step Merger. (a) Pursuant to the provisions of Section 10A-2-11.01 et seq. of the Alabama Business Corporation Law (“ABCL”) and Section 12:1-1101 et seq. of the Louisiana Business Corporation Act, Interim Company shall be merged with and into CFG, with CFG as the surviving company (the “First Step Surviving Company”) in the First Step Merger. As of the Effective Time (as defined herein), the separate corporate existence of Interim Company shall cease.
(b) At the Effective Time, for all purposes of the laws of the State of Louisiana and Alabama, the First Step Surviving Company shall be considered the same business and corporate entity as the Merging Entities and thereupon and thereafter, and without any order or other action on the part of any court or otherwise, shall possess all the property (real, personal, and mixed) rights, privileges, powers, interests, and franchises of the Merging Entities, and shall be subject to all the restrictions, debts, liabilities and obligations of the Merging Entities, and shall have succeeded to all of Interim Company’s relationships, fiduciary or otherwise, property rights (real, personal, and mixed), and all debts due to Interim Company on whatever account, as well for all other things and actions or belonging to Interim Company to the same extent as if each of such interest had been originally acquired, incurred or entered into by the First Step Surviving Company. In addition, any reference to Interim Company in any contract, will, lease, deed or other document, whether executed or taking effect before or after the Effective Time, shall be considered a reference to the First Step Surviving Company if not inconsistent with the other provisions of the contract, will, lease, deed or other document; and any pending action or other judicial proceeding to which Interim Company is a party shall not be deemed to have abated or to have been discontinued by reason of the First Step Merger, and the First Step Surviving Company may be substituted as a party to such action or other judicial proceeding, and any judgment, order or decree against Interim Company may be rendered against the First Step Surviving Company as it would have been rendered against Interim Company if the First Step Merger had not occurred.
First Step Merger. Subject to the terms and conditions of this Agreement, at the First Effective Time, Mellon shall be merged with and into Newco in accordance with the provisions of the PBCL and the DGCL (the “First Step Merger”). Newco shall be the surviving corporation in the First Step Merger and shall be governed by the laws of the State of Delaware. Upon consummation of the First Step Merger, the separate corporate existence of Mellon shall cease.
First Step Merger. Subject to the terms and conditions of this Agreement, at the Effective Time, Crescent Interim shall be merged with and into Futurus in accordance with the provisions of Section 14-2-1101 of the GBCC and with the effect provided in Section 14-2-1106 of the GBCC. Futurus shall be the Surviving Corporation resulting from the First Step Merger and shall continue to be governed by the Laws of the State of Georgia. The First Step Merger shall be consummated pursuant to the terms of this Agreement, which has been approved and adopted by the respective Boards of Directors of Futurus, Futurus Bank, Crescent and Crescent Bank and the First Step Plan of Merger, in substantially the form of Exhibit 1, which has been approved and adopted by the Board of Directors of Futurus and Crescent and Crescent hereby covenants that the First Step Plan of Merger will be approved by the Board of Directors of Crescent Interim upon its organization.
First Step Merger. Upon the terms and subject to the conditions hereof, and in accordance with the CGCL, Merger Sub shall be merged with and into the Company at the Effective Time (as hereinafter defined). Following the Merger, the separate corporate existence of Merger Sub shall cease. The Company shall continue as the surviving corporation following the Merger (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the CGCL. The separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.
First Step Merger. (i) At the Effective Time, the effect of the First Step Merger shall be as provided in this Agreement, the First Step Certificate of Merger and the applicable provisions of the DGCL.
(ii) At the Effective Time, the Certificate of Incorporation of the Company shall be amended and restated in its entirety to be identical to the Certificate of Incorporation of Merger Sub I, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article I of the Certificate of Incorporation of the Interim Surviving Corporation shall be amended and restated in its entirety to read as follows: "The name of the corporation is Smart Business Holdings, Inc."
(iii) At the Effective Time, the Bylaws of the Company shall be amended and restated in their entirety to be identical to the Bylaws of Merger Sub I, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Bylaws.
(iv) At the Effective Time, (i) the directors of the Interim Surviving Corporation shall be the directors of Merger Sub I immediately prior to the Effective Time, until their respective successors are duly elected or appointed and qualified and (ii) the officers of the Interim Surviving Corporation shall be the officers of Merger Sub I immediately prior to the Effective Time, until their respective successors are duly appointed.
First Step Merger. (a) Subject to the terms and conditions of this Agreement, in accordance with the NYBCL at the Effective Time (or in accordance with the Bank Merger Act if Merger Sub has assigned its rights and responsibilities under this Agreement as permitted by Section 7.7 hereunder), Merger Sub (or its assignee successor) shall be merged with and into Elmira. Elmira shall be the surviving entity (the “Surviving Entity”) resulting from the First Step Merger and the separate corporate existence of Merger Sub shall thereupon cease. Elmira shall continue to be governed by the NY Banking Law, and the separate corporate existence of Elmira with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the First Step Merger.
First Step Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub Two shall, pursuant to the provisions of Delaware Law and the FBCA, be merged with and into the Company and the separate existence of Merger Sub Two shall thereupon cease in accordance with the provisions of Delaware Law and the FBCA. The Company shall be the surviving entity in the First Step Merger and shall continue to exist as a wholly-owned Subsidiary of Parent (the “Interim Surviving Entity”) and the separate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the First Step Merger as the Interim Surviving Entity. The First Step Merger shall have the effects specified by Delaware Law and in the FBCA.
