Merger; Surviving Corporation. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.03), Seller shall merge with and into Buyer in accordance with the West Virginia Business Corporation Act (the “WVBCA”) and the Pennsylvania Business Corporation Law (the “PBCL”). Buyer shall be the continuing and surviving corporation in the Merger, shall continue to exist under the laws of the State of West Virginia and shall be the only one of the Constituent Corporations to continue its separate corporate existence after the Effective Time. As used in this Agreement, the term “
Merger; Surviving Corporation. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”) in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the DGCL. As a result of the Merger, the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall continue its existence under the laws of the State of Delaware, and the separate existence of Merger Sub shall cease.
Merger; Surviving Corporation. In accordance with and subject to the provisions of this Agreement and the California Corporations Code ("CCC"), at the Effective Time, the Merger Sub shall be merged with and into the Company (the "Merger"), and the Company shall be the surviving corporation in the Merger (hereinafter sometimes called the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of California. At the Effective Time, the separate existence of the Merger Sub shall cease. All properties, franchises and rights belonging to the Company and Merger Sub, by virtue of the Merger and without further act or deed, shall be vested in the Surviving Corporation, which shall thenceforth be responsible for all the liabilities and obligations of each of Merger Sub and the Company.
Merger; Surviving Corporation. In accordance with the ----------------------------- provisions of this Agreement and the GCL, at the Effective Time (as such term and other capitalized terms used herein without definition are defined in Section 9.1), Purchaser shall be merged with and into Company, and Company shall be the surviving corporation (hereinafter sometimes called the "Surviving --------- Corporation") and shall continue its corporate ----------- existence under the laws of the State of Delaware. At the Effective Time the separate corporate existence of Purchaser shall cease. All properties, franchises and rights belonging to Company and Purchaser, by virtue of the Merger and without further act or deed, shall be deemed to be vested in the Surviving Corporation, which shall thenceforth be responsible for all the liabilities and obligations of each of Purchaser and Company.
Merger; Surviving Corporation. In accordance with the provisions of this Agreement, the General Corporation Law of the State of Delaware ("DGCL") and the Business Corporation Law of the State of Indiana ("IBCL"), at the Effective Time the Company shall be merged with and into Merger Sub (the "Merger"), and Merger Sub shall be the surviving corporation in the Merger (hereinafter sometimes called the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Delaware. At the Effective Time, the separate existence of the Company shall cease. All properties, franchises and rights belonging to the Company and Merger Sub, by virtue of the Merger and without further act or deed, shall be deemed to be vested in the Surviving Corporation, which shall thenceforth be responsible for all the liabilities and obligations of each of Merger Sub and the Company.
Merger; Surviving Corporation. In accordance with the provisions of this Agreement and the Florida General Corporation Act of the State of Florida ("FGCA"), at the Effective Time (as such term is defined in Section 1.05 hereof), Company shall be merged with and into Sub (the "Merger"), and Sub shall be the surviving corporation in the Merger (hereinafter sometimes called the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of Florida. At the Effective Time, the separate existence of the Company shall cease. All properties, franchises and rights belonging to the Company and Sub, by virtue of the Merger and without further act or deed, shall be deemed to be vested in the Surviving Corporation, which shall thenceforth be responsible for all the liabilities and obligations of each of Sub and the Company.
Merger; Surviving Corporation. (a) The effective time of the Merger (the "Effective Time") will occur at the latest of: (i) the time and date that the stockholders of each of Gift Liquidators and Excellency Investment Realty Trust have approved this Agreement and the Merger, (ii) the time and date that a Articles of Merger are duly filed with the Maryland Department of Assessments and Taxation with respect to the Merger, or such later date and time as is set forth therein, and (iii) the time and date that a Certificate of Ownership and Merger is duly filed with the Secretary of State of the State of Oklahoma with respect to the Merger, or such later date and time as is set forth therein.
Merger; Surviving Corporation. In accordance with the provisions of this Agreement and the BCL, at the Effective Time (as defined in Section 1.5 hereof), TPEG Sub I shall be merged with and into GJE (the "Merger"), and GJE shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and shall continue its corporate existence under the laws of the State of New York, under the name "The Grosxx Xxxoxxxx Xxxertainment Corporation". At the Effective Time, the separate existence of TPEG Sub I shall cease. All properties, franchises and rights belonging to TPEG Sub I, by virtue of the Merger and without further act or deed, shall be vested in the Surviving Corporation, which shall assume and be solely responsible for all the liabilities and obligations of each of TPEG Sub I and GJE. The Merger will otherwise also have the effects set forth in Section 906 of the BCL. It is intended that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code and that this Agreement shall constitute a "plan of reorganization" for purposes of the Code.
Merger; Surviving Corporation. Subject to the terms and conditions of this AGREEMENT, and pursuant to the provisions of the Delaware General Corporation Law (hereinafter referred to as the "DGCL"), the Indiana Business Corporation Law (hereinafter referred to as the "IBCL"), and applicable federal laws and regulations, WHFC shall merge with and into CAMCO (hereinafter referred to as the "MERGER") at the EFFECTIVE TIME (hereinafter defined). CAMCO shall be the continuing, surviving and resulting corporation in the MERGER and shall continue to exist as a Delaware corporation. CAMCO shall be the only one of CAMCO and WHFC to continue its separate corporate existence after the EFFECTIVE TIME. The name of the continuing, surviving and resulting corporation shall remain "Camco Financial Corporation". From and after the MERGER, CAMCO, as the surviving corporation, shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of CAMCO and WHFC and all obligations belonging or due to each of them.
Merger; Surviving Corporation. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, CEH LLC shall cause Pinnacle to be merged with and into the Company in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the Pinnacle-Aurora Merger Agreement and the DGCL. Following the Merger, the Company shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to as the "Reorganized Company") and shall continue its corporate existence under the laws of the State of Delaware, and the separate corporate existence of Pinnacle shall cease. Notwithstanding the foregoing, CEH LLC may, upon written notice to the Company, request, which request shall be reasonably considered by the Company, that the Merger shall be accomplished via the merger of the Company with and into Pinnacle or Holding, and the Company and CEH LLC shall negotiate in good faith to amend this Agreement to the extent necessary to give effect to any agreed changes.
