Common use of General Effect of Merger; Assets Clause in Contracts

General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2) and subject to the terms and conditions hereof and of the attendant Plan of Merger (“Plan of Merger”) attached hereto as “Exhibit B”, Traders shall merge with and into Interim Company (the “Merger”) under the charter of Interim Company pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D. Interim Company shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the “Surviving Company”. At the Effective Time of the Merger, the corporate existence of Traders shall, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code, be merged with and into Interim Company and continued in the Surviving Company and the separate existence of Traders shall cease. The Surviving Company shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company and Traders; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company and Traders, and each of them, shall be deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company and Traders and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

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General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2) and subject to the terms and conditions hereof and of the attendant Plan of Merger ("Plan of Merger") attached hereto as "Exhibit B", Traders Bank shall merge with and into Interim Company Bank (the "Merger") under the charter of Interim Company Bank pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D. Interim Company Bank shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the Surviving Company”Bank and shall take the name and title of "Citizens First Bank, Inc.". At the Effective Time of the Merger, the corporate existence of Traders Bank shall, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code, be merged with and into Interim Company Bank and continued in the Surviving Company Bank and the separate existence of Traders Bank shall cease. The Surviving Company Bank shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company Bank and TradersBank; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company Bank and TradersBank, and each of them, shall be deemed to be transferred to and vested in the Surviving Company Bank without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company Bank and Traders Bank and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2) and subject to the terms and conditions hereof and of the attendant Plan of Merger ("Plan of Merger") attached hereto as "Exhibit B", Traders Interim Company shall merge with and into Interim Company (the "Merger") under the charter of Interim Company pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D. Interim NCGS Section 55-11-01. Company shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the Surviving Company”Company and shall retain the name and title of "Blue Ridge Printing Co., Inc.". At the Effective Time of the Merger, the corporate existence of Traders Interim Company shall, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia CodeNCGS Section 55-11-01, be merged with and into Interim Company and continued in the Surviving Company and the separate existence of Traders Interim Company shall cease. The Surviving Company shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company and TradersCompany; and all property, real, personal and mixed, and all debts and liabilities due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company and TradersCompany, and each of them, shall be deemed to be transferred to and vested in the Surviving Company without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company and Traders Company and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.. 1.2

Appears in 1 contract

Samples: Agreement of Merger (Champion Industries Inc)

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General Effect of Merger; Assets. At the Effective Time (hereinafter defined in Section 7.2) and subject to the terms and conditions hereof and of the attendant Plan of Merger ("Interim Plan of Merger") attached hereto as "Exhibit B", Traders Interim Bank shall merge with and into Bank in the Interim Company (the “Merger”) Merger under the charter of Interim Company Bank pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D. Bank shall be the surviving bank of the Interim Company Merger. At the Effective Time of the Interim Merger, the corporate existence of Interim Bank, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code, shall be merged with and into Bank and continued in the surviving bank and the separate existence of Interim Bank shall cease. Immediately following the Interim Merger, Premier shall cause Bank to merge with and into Premier (the “Merger”) under the charter of Premier subject to the terms and conditions hereof and the attendant Plan of Merger (“Plan of Merger”) attached hereto as “Exhibit C” and pursuant to the provisions of and with the effect provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code. Premier shall be (and is hereinafter called when reference is made to it at and after the consummation of the Merger) the “Surviving CompanyBank”. The Interim Merger and the Merger are collectively referred to herein as the “Reorganization”. At the Effective Time of the Merger, the corporate existence of Traders Bank shall, as provided in the West Virginia Business Corporation Act, Chapter 31D, Article 11 of the West Virginia Code, be merged with and into Interim Company Premier and continued in the Surviving Company Premier and the separate existence of Traders Bank shall cease. The Surviving Company Premier shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of the Interim Company Premier and TradersBank; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, if any, and all other choses in action, and all and every other interest of or belonging to or due to the Interim Company Premier and TradersBank, and each of them, shall be deemed to be transferred to and vested in the Surviving Company Bank without further act or deed; and the title to any real estate, or any interest therein, vested in the Interim Company Premier and Traders Bank and each of them, before the Merger, shall not revert or in any way be impaired by reason of the Merger.

Appears in 1 contract

Samples: Agreement of Merger (Premier Financial Bancorp Inc)

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