Merger and Surviving Corporation. (a) Pursuant to the Applicable Statutes, OAC shall merge with and into Solovision, and Solovision shall be the surviving corporation after the Merger (the "Surviving Corporation") and shall continue to exist as a corporation created and governed by the laws of the State of Florida under the name "Solovision Optical, Inc."
(b) The Articles of Incorporation of the Surviving Corporation, from and after the Effective Time of the Merger (as hereinafter defined), shall be the Articles of Incorporation of Solovision.
(c) The Bylaws of the Surviving Corporation, from and after the Effective Time of the Merger, shall be the Bylaws of Solovision.
Merger and Surviving Corporation. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2) in accordance with the California Corporations Code (the "CCC"), Merger Subsidiary shall be merged with and into the Company and the separate existence of Merger Subsidiary shall thereupon cease. The Company shall be the surviving corporation in the Merger and is hereinafter sometimes referred to as the "Surviving Corporation."
Merger and Surviving Corporation. Subject to the terms and provisions of this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.02 hereof) Transco shall be merged with and into NAC (the "Merger"). NAC shall be the 2 surviving corporation of the Merger and shall continue its corporate existence under the laws of the State of Delaware. At the Effective Time, the separate corporate existence of Transco shall cease.
Merger and Surviving Corporation. Subject to the terms and conditions of this Agreement and pursuant to the applicable laws of the State of Florida, at the Effective Time (as defined in Section 1.2 herein) Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease (the "Merger"). The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Florida and the separate corporate existence of the Company with all its rights, privileges, immunities and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in Section 607.1106 of the Florida Business Corporation Act (the "FBCA").
Merger and Surviving Corporation. (a) Pursuant to the applicable law of the State of Delaware, Newco shall merge with and into SSI, and SSI shall be the surviving corporation after the Merger (the "Surviving Corporation") and shall continue to exist under the provisions of the General Corporation Law of the State of Delaware ("GCL"). The name of the Surviving Corporation shall be SecureD Services, Inc. The separate existence of Newco shall cease upon the Merger Effective Date (as defined below).
(b) The Certificate of Incorporation of SSI shall from and after the Merger Effective Date, be the Certificate of Incorporation of the Surviving Corporation, whose name shall be changed to SSI Operating Corp., until amended in accordance with the GCL.
(c) The By-Laws of SSI shall, from and after the Merger Effective Date, be the By-Laws of the Surviving Corporation, until altered or amended in accordance with the GCL.
Merger and Surviving Corporation. (a) Pursuant to the applicable laws of the State of New Jersey, on the Effective Date (as hereinafter defined) Seller shall merge with and into Newco, and Newco shall be the surviving corporation after the Merger (the "Surviving Corporation") and shall continue to exist under the provisions of the Business Corporation Act of New Jersey ("BCA"). The name of the Surviving Corporation shall be Consumer Health Network, Inc. The separate existence of Seller shall cease upon the Effective Date (as defined below).
(b) The Certificate of Incorporation of Newco, shall (as amended to change the name of Newco to Consumer Health Network, Inc.), from and after the Effective Date, be the Certificate of Incorporation of the Surviving Corporation, until amended in accordance with the BCA.
(c) The By-Laws of Newco shall, from and after the Effective Date, be the By-Laws of the Surviving Corporation, until altered or amended in accordance with the BCA or as provided herein.
Merger and Surviving Corporation. Alternate Section
1.1.1. Subject to the terms and conditions of this Agreement, the Company shall be merged with and into NewCo (which shall be the surviving corporation in the Merger) in accordance with the General Corporation Law of the State of Delaware (hereinafter referred to as "DGCL") and the Business Corporation Act of 1983 of the State of Illinois (hereinafter referred to as "IBCA"). The Merger shall become effective upon the date and time set forth in the articles of merger to be filed with the Secretary of State of Illinois and the certificate of merger to be filed with the Secretary of State of Delaware (collectively, the "Merger Filings"). The time when the Merger shall become effective is hereinafter referred to as the "Effective Time." For purposes hereof, the term "Constituent Corporations" shall mean NewCo and the Company and the term "Surviving Corporation" shall mean NewCo as the corporation surviving in the Merger.
Merger and Surviving Corporation. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2) in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), Merger Subsidiary shall be merged with and into the Company and the separate existence of Merger Subsidiary shall thereupon cease. The Company shall be the surviving corporation in the Merger and is hereinafter sometimes referred to as the "Surviving Corporation."
Merger and Surviving Corporation. At the Effective Time (as such term is defined in Section 1.2), Credit shall be merged into Financial in accordance with Section 253 of the General Corporation Law of the State of Delaware and Sections 711 of the Michigan Business Corporation Act, and the separate existence and organization of Credit shall cease. Financial(herein sometimes referred to as the "Surviving Corporation") shall be the surviving corporation and shall continue its corporate existence under the laws of the State of Michigan and shall succeed to all property, rights, assets, liabilities and obligations of Credit.
Merger and Surviving Corporation. The International Fire Subsidiary will merge into Spector Entertainmenx, xxxx Spector Entertainmenx xxxxx the surviving corporation (the "Surviving Corporation"); the separate existence of the International Fire Subsidiary shall cease, and the name of the Surviving Corporation shall remain "Spector Entertainmenx Xxxxx, Inc.; Until amended, modified or otherwise altered, the Articles of Incorporation of Spector Entertainmenx xxxxx continue to be the Articles of Incorporation of the Surviving Corporation; and the Bylaws of Spector Entertainmenx xxxxx continue to be the Bylaws of the Surviving Corporation.
