Name and Existence Clause Samples
The "Name and Existence" clause serves to formally identify the parties involved in an agreement and confirm their legal existence and capacity to enter into the contract. Typically, this clause specifies the full legal names, organizational structures (such as corporation, partnership, or individual), and jurisdictions of formation or residence for each party. By clearly establishing the identity and legal standing of the parties, this clause helps prevent disputes over party legitimacy and ensures that the contract is enforceable against the correct entities.
Name and Existence. On the Effective Date, the Certificate of Incorporation of ITEQ, the corporation whose corporate existence is to survive the merger and continue thereafter as the surviving corporation, shall be amended and restated in its entirety [reference to omitted appendix] (the "Restated Certificate of Incorporation"). In all other respects the identity, existence, purposes, powers, objects, franchises, rights, and immunities of ITEQ, the surviving corporation of the merger, shall continue unaffected and unimpaired by the merger, and the corporate identity, existence, purposes, powers, objects, franchises, rights, and immunities of AIX shall be wholly merged into ITEQ, the Surviving Corporation, and ITEQ shall be fully vested therewith. Accordingly, on the Effective Date, the separate existence of AIX, except insofar as continued by statute, shall cease.
Name and Existence. Effective as of the Effective Date, the Articles of Incorporation of A&J (the "A&J Articles"), the corporation whose corporate existence is to survive the merger and continue thereafter as the surviving corporation, shall be the Articles of Incorporation of the Surviving Corporation and the identity, existence, purposes, powers, objects, franchises, rights, and immunities of A&J, the surviving corporation of the merger, shall continue unaffected and unimpaired by the merger, and the corporate identity, existence, purposes, powers, objects, franchises, rights, and immunities of Sub Corp shall be wholly merged into A&J, and A&J shall be fully vested therewith. Accordingly, on the Effective Date, the separate existence of Sub Corp, except insofar as continued by statute, shall cease.
Name and Existence. On the Effective Date, the Articles of Incorporation of Sun, the corporation whose corporate existence is to survive the Merger and continue thereafter as the surviving corporation, shall be amended and restated in its entirety into the form annexed hereto as Appendix II (the "Restated Articles of Incorporation"), which shall provide that the name of the Surviving Corporation shall be changed to "Brazos Sportswear, Inc." In all other respects the identity, existence, purposes, powers, objects, franchises, rights, and immunities of Sun, the surviving corporation of the Merger, shall continue unaffected and unimpaired by the Merger, and the corporate identity, existence, purposes, powers, objects, franchises, rights, and immunities of BSI shall be wholly merged into Sun, and Sun shall be fully vested therewith. Accordingly, on the Effective Date, the separate existence of BSI, except insofar as continued by statute, shall cease.
Name and Existence. On the Effective Date, the identity, existence, purposes, powers, objects franchises, rights, and immunities of NEWCO, the surviving corporation of the merger, shall be the corporate identity, existence, purposes, powers, objects, franchises, rights and immunities of N-Vision which will be wholly merged into NEWCO, the Surviving Corporation. Accordingly, on the Effective Date, the separate existence and identity of Ponder, except insofar as c▇▇▇▇▇▇ed by statute, shall cease, and the name of the surviving corporation shall be changed to N-Vision Technology, Inc.
Name and Existence. On the Effective Date, the identity, existence, purposes, powers, objects, franchises, rights, and immunities of Esenjay, the surviving corporation of the merger, shall continue unaffected and unimpaired by the merger, and the corporate identity, existence, purposes, powers, objects, franchises, rights, and immunities of 3DX shall be wholly merged into Esenjay, the Surviving Corporation, and Esenjay shall be fully vested therewith. Accordingly, on the Effective Date, the separate existence of 3DX, except insofar as continued by statute, shall cease.
Name and Existence. On the Effective Date, the identity, existence, purposes, powers, objects franchises, rights, and immunities of NEWCO, the surviving corporation of the merger, shall be the corporate identity, existence, purposes, powers, objects, franchises, rights and immunities of N-Vision which will be wholly merged into NEWCO, the Surviving Corporation. Accordingly, on the Effective Date, the separate existence and identity of Ponder, except insofar as c▇▇▇▇▇▇ed by statute, shall cease, and the name of the surviving corporation shall be changed to N-Vision Technology, Inc.