MERGER AND REORGANIZATION. 1.1 Subject to the conditions hereinafter set forth, New Bank shall be merged into First Federal under the Charter of First Federal at the Effective Date (as defined in Article XI hereof) of the merger (the "Merger"). The Merger shall be effected pursuant to the provisions of, and with the effect provided in, the applicable provisions of the laws of the United States of America and the Rules and Regulations of the Office of Thrift Supervision.
1.2 On the Effective Date, the resulting thrift institution in the Merger shall be First Federal (hereinafter referred to as the "Surviving Institution" whenever reference is made to it as of the Effective Date of the Merger or thereafter) which will continue to operate as a thrift institution under its present name as "First Federal Savings Bank." The Charter and Bylaws of First Federal in effect on the Effective Date shall be the Charter and Bylaws of the Surviving Institution. The established offices and facilities of First Federal immediately prior to the Merger shall become the established offices and facilities of the Surviving Institution. The locations of the home office and any other offices of the Surviving Institution are set forth in Schedule A attached hereto.
1.3 On the Effective Date of the Merger, New Bank shall cease to exist separately and shall be merged with and into First Federal in accordance with the provisions of this Agreement and Plan of Merger and in accordance with the provisions of applicable laws, rules and regulations, and all of the assets and property of every kind and character, real, personal and mixed, tangible and intangible, choses in action, rights and credits then owned by New Bank or which would inure to it, shall immediately, by operation of law and without any conveyance or transfer and without any further act or deed, be vested in and become the property of the Surviving Institution, which shall have, hold and enjoy the same in its own right as fully and to the same extent as the same were possessed, held and enjoyed by New Bank prior to such Merger. The Surviving Institution shall be deemed to be and shall be a continuation of the entity and identity of New Bank and First Federal and all of the rights and obligations of New Bank and First Federal shall remain unimpaired and the Surviving Institution, on the Effective Date of such Merger, shall succeed to all such rights and obligations and the duties and liabilities connected therewith on such Effective Date.
1.4 On the Ef...
MERGER AND REORGANIZATION. 1.1 On the Closing Date, as defined in this Agreement, a merger shall take place ("the Merger") whereby Subsidiary shall be merged with and into Attest, and Attest shall be the Surviving Corporation. (The term "Surviving Corporation" appearing in this Agreement denotes Attest after consummation of the Merger.) Attest's corporate name, existence, and all its purposes, powers, and objectives shall continue unaffected and unimpaired by the Merger, and as the Surviving Corporation it shall be governed by the laws of the State of California and succeed to all of Subsidiary's rights, assets, liabilities, and obligations in accordance with the California General Corporation Law.
MERGER AND REORGANIZATION. This Agreement shall not be terminated by the voluntary dissolution of Employer, or merger, or consolidation of Employer whereby Employer is not the surviving or resulting owner, or upon any transfer of substantially all of the assets of Employer. In the event of any such merger or consolidation or transfer of assets, the provisions of this Agreement shall inure to the benefit of and be binding upon the surviving or resulting entity.
MERGER AND REORGANIZATION. 1.1 MERGER and REORGANIZATION. On the effective date of the Merger (“the Effective Date”), Raptor FE shall be merged into Raptor Tech, the separate existence of Raptor FE shall cease, and Raptor Tech (hereinafter sometimes referred to as the “Surviving Corporation”) shall continue to exist by virtue of, and shall be governed by, the laws of the State of Nevada.
MERGER AND REORGANIZATION. 2 1.1. MERGER..........................................................................2 1.2. SHAREHOLDER APPROVALS...........................................................2 1.3. CLOSING.........................................................................2
MERGER AND REORGANIZATION. On the Effective Date (as defined below), Hawk Holding will be merged with and into Hawk Corp. (the "Merger"), in accordance with the terms of this Agreement and the provisions of section 251 of the Delaware General Corporation Law, as amended, in a transaction qualifying as a reorganization within the meaning of section 368(a)(1)(A) of the Internal Revenue Code, as amended. Subject to Section 1(b) below, the Merger will be completed by filing a copy of this Agreement with the Secretary of State of Delaware.
MERGER AND REORGANIZATION. This Amendment No. 1 to the Agreement and Plan of Merger and Reorganization (this "Amendment") is made and entered into as of June 30, 2000, by and among Clarent Corporation, a Delaware corporation ("Parent"), Copper Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and ACT Networks, Inc., a Delaware corporation (the "Company"). Capitalized terms used in this Amendment shall have the definition given to them in Exhibit A of the Agreement and Plan of Merger and Reorganization, dated as of May 1, 2000 (the "Agreement"), by and among Parent, Merger Sub and the Company.
MERGER AND REORGANIZATION. Notwithstanding anything contained in Article 10 to the contrary, if any merger, consolidation, acquisition of assets, or reorganization by Tenant results in the creation of a successor entity (the "Successor Entity"), Tenant shall have the right to assign this Lease to the Successor Entity and Landlord's consent to said assignment shall not be withheld if the Successor Entity has a net worth (determined according to generally accepted accounting principles) as of the Transfer Date which is equal to or greater than the net worth of Tenant as of the Transfer Date; provided, however, Landlord agrees to treat all such information as confidential and agrees to abide by all SEC xxxxxxx xxxxxxx rules and restrictions. Not less than thirty (30) calendar days prior to the Transfer Date, Tenant shall deliver to Landlord a written notice which shall set forth the name, address and business of the Successor Entity and all of the specific financial information required for Landlord to determine the net worth of both the Successor Entity and Tenant as of the Transfer Date. If the net worth of the Successor Entity complies with the requirements of this Section 10.4, Landlord shall promptly consent to the proposed Transfer and Tenant shall be free to assign the Lease to the Successor Entity, subject to the conditions specified in Subsections 10.2(a)(b) and (c).
MERGER AND REORGANIZATION. On the Effective Date (as defined below), CRL will be merged with and into Ceres (the "Merger"), in accordance with the terms of this Agreement, the provisions of Section 253 of the Delaware General Corporation Law, as amended (the "DGCL"), and the provisions of Section 1701.79 of the Ohio General Corporation Law, as amended (the "OGCL"), in a transaction qualifying as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Subject to Section 1(b) below, the Merger will be completed by filing a certificate of merger in the form attached hereto as EXHIBIT A with the Secretary of State of Ohio and a certificate of ownership and merger in the form attached hereto as EXHIBIT B with the Secretary of State of Delaware.
MERGER AND REORGANIZATION. 9 Section 2.1 Merger............................................................ 9 Section 2.2
