General Effects of the Merger. (a) At the Merger Effective Time, the effect of the REIT Merger shall be as set forth in this Agreement and the Articles of Merger and as provided in the applicable provisions of the MGCL and the MLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all of the property, rights, privileges, powers and franchises of CMR and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of CMR and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Partnership Merger Effective Time, the effect of the Partnership Merger shall be as set forth in this Agreement and the Certificate of Merger and as provided in the applicable provisions of the DRULPA. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all of the property, rights, privileges, powers and franchises of CMR OP and CCOP shall vest in the Surviving OP, and all debts, liabilities and duties of CMR OP and CCOP shall become the debts, liabilities and duties of the Surviving OP.
Appears in 4 contracts
Samples: Merger Agreement (Cottonwood Multifamily Reit I, Inc.), Merger Agreement (Cottonwood Multifamily Reit Ii, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
General Effects of the Merger. (a) At the Merger Effective Time, the effect of the REIT First Step Merger shall be as set forth provided in this Agreement and Agreement, the Articles Certificate of Merger and as provided in the applicable provisions of the MGCL and the MLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, Time all of the property, rights, privileges, powers and franchises of CMR the Company and Merger Sub One shall vest be vested in the Interim Surviving CorporationEntity, and all debts, liabilities and duties of CMR the Company and Merger Sub One shall become be the debts, liabilities and duties of the Interim Surviving CorporationEntity.
(b) At the Partnership Merger Effective Timeeffective time of the Second Step Merger, the effect of the Partnership Second Step Merger shall be as set forth in this Agreement and the Certificate of Merger and as provided in the applicable provisions of the DRULPADelaware law. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Timeeffective time of the Second Step Merger, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of CMR OP and CCOP the Interim Surviving Entity shall vest in the Final Surviving OPEntity, and all debts, liabilities and duties of CMR OP the Interim Surviving Entity and CCOP Merger Sub Two shall become the debts, liabilities and duties of the Final Surviving OPEntity.
Appears in 1 contract
Samples: Merger Agreement (Solarcity Corp)
General Effects of the Merger. (a) At the Merger Effective Time, the effect of the REIT First Step Merger shall be as set forth in this Agreement and the Articles of Merger and as provided in the applicable provisions of the MGCL and the MLLCADelaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, Time all of the property, rights, privileges, powers and franchises of CMR the Company and Merger Sub One shall vest in the Interim Surviving Corporation, and all debts, liabilities and duties of CMR the Company and Merger Sub One shall become the debts, liabilities and duties of the Interim Surviving Corporation.
(b) At the Partnership LLC Merger Effective Time, the effect of the Partnership Second Step Merger shall be as set forth provided in this Agreement and the Certificate of Merger and as provided in the applicable provisions of Delaware Law and the DRULPALLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Partnership LLC Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of CMR OP and CCOP the Interim Surviving Corporation shall vest in the Final Surviving OPEntity, and all debts, liabilities and duties of CMR OP and CCOP the Interim Surviving Corporation shall become the debts, liabilities and duties of the Final Surviving OPEntity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
General Effects of the Merger. (a) At the Merger Effective Time, the effect of the REIT Merger shall be as set forth in this Agreement and the Articles of Merger and as provided in the applicable provisions of the MGCL and the MLLCADelaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of CMR the Company and Merger Sub shall vest in the Interim Surviving Corporation, and all debts, liabilities and duties of CMR the Company and Merger Sub shall become the debts, liabilities and duties of the Interim Surviving Corporation.
(b) . At the Partnership Merger Second Effective Time, the effect of the Partnership Second Merger shall be as set forth in this Agreement and the Certificate of Merger and as provided in the applicable provisions of the DRULPADelaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Merger Second Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of CMR OP and CCOP the Interim Surviving Corporation shall vest in the Surviving OPParent, and all debts, liabilities and duties of CMR OP and CCOP the Interim Surviving Corporation shall become the debts, liabilities and duties of the Surviving OPParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc)
General Effects of the Merger. (a) At the Merger Effective Time, the effect of the REIT First Step Merger shall be as set forth provided in this Agreement, the Agreement and the Articles of Merger and as provided in the applicable provisions of the MGCL and the MLLCACCC. 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 Effective TimeSub One shall be vested in the Interim Surviving Entity, and all debts, liabilities and duties of the Company and Merger Sub One shall be the debts, liabilities and duties of the Interim Surviving Entity.
(b) At the effective time of the Second Step Merger, the effect of the Second Step Merger shall be as provided in the applicable provisions of the CCC. Without limiting the generality of the foregoing (and subject thereto), at the effective time of the Second Step Merger, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of CMR and Merger Sub the Interim Surviving Entity shall vest in the Final Surviving CorporationEntity, and all debts, liabilities and duties of CMR the Interim Surviving Entity and Merger Sub Two shall become the debts, liabilities and duties of the Final Surviving CorporationEntity.
(b) At the Partnership Merger Effective Time, the effect of the Partnership Merger shall be as set forth in this Agreement and the Certificate of Merger and as provided in the applicable provisions of the DRULPA. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all of the property, rights, privileges, powers and franchises of CMR OP and CCOP shall vest in the Surviving OP, and all debts, liabilities and duties of CMR OP and CCOP shall become the debts, liabilities and duties of the Surviving OP.
Appears in 1 contract
Samples: Merger Agreement (Solarcity Corp)