Merger and Surviving Company Sample Clauses

Merger and Surviving Company. At the Effective Time (as such term is defined in Section 1.2), Financial shall be merged into LLC in accordance with Section 705(a) of the Michigan Limited Liability Company Act and Section 736 of the Michigan Business Corporation Act, and the separate existence and organization of Financial shall cease. LLC shall be the surviving entity (herein sometimes referred to as the "Surviving Entity") and shall continue its existence under the laws of the State of Michigan and shall succeed to all property (real, personal, and mixed), rights, assets, liabilities, and obligations of Financial in consideration for a corresponding increased membership interest of Financial in LLC, which membership interest is received by Chrysler upon the Merger. The street address of the Surviving Entity's principal place of business is 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000 and the Surviving Entity shall be a Michigan limited liability company.
Sample 1
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Merger and Surviving Company. Subject to the terms and conditions of this Plan of Merger and in accordance with the Florida Business Corporation Act (the “Florida Act”), at the Effective Time (as defined below), Gulf Power shall be merged (the “Merger”) with and into FPL. FPL shall be the surviving company. FPL shall continue to be governed by the laws of the State of Florida (including, without limitation, the Florida Act).
Sample 1

Related to Merger and Surviving Company

  • The Surviving Corporation Section 3.01.

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Surviving Corporation 6 Tax...........................................................................17

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Effective Time Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Directors of Surviving Corporation At the Effective Time of the Merger, the Board of Directors of the Surviving Corporation shall be comprised of the persons serving as directors of Merger Sub immediately prior to the Effective Time of the Merger. Such persons shall serve until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

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