Common use of Organization of Interim; the Merger Clause in Contracts

Organization of Interim; the Merger. Subject to the terms and conditions of this Agreement, HB Acquisition Corp., a Mississippi business corporation and wholly-owned subsidiary of Parent (“Interim”) to be formed in connection with the transactions contemplated hereby, shall at the Effective Time (as defined in Section 1.2 hereof) be merged with and into the Company in accordance with the Mississippi Business Corporation Act (“MBCA”) (the “Merger”), with the Company as the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and the separate existence of Interim shall cease. Prior to the Effective Time, Parent shall cause Interim to be organized under the MBCA and, in accordance with all necessary corporate and other approvals, to bind itself to the provisions of this Agreement obligating, benefitting and otherwise affecting it. Simultaneously with or as soon as practicable after the Effective Time, the Surviving Corporation shall be merged with and into Parent (the “Second Merger”) in accordance with an Agreement and Plan of Merger and Liquidation (the “Plan of Second Merger”) to be adopted by Parent and the Company, as the Surviving Corporation in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Bancorp, Inc.)

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Organization of Interim; the Merger. Subject to the terms and conditions of this Agreement, HB HX XX Acquisition Corp., a Mississippi business Louisiana corporation and wholly-owned subsidiary of Parent (“Interim”) to be formed in connection with the transactions contemplated hereby, shall at the Effective Time (as defined in Section 1.2 hereof) be merged with and into the Company in accordance with the Mississippi Louisiana Business Corporation Act (“MBCALBCA”) (the “Merger”), with the Company as the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and the separate existence of Interim shall cease. Prior to the Effective Time, Parent shall cause Interim to be organized under the MBCA LBCA and, in accordance with all necessary corporate and other approvals, to bind itself to the provisions of this Agreement obligating, benefitting and otherwise affecting it. Simultaneously with or as soon as practicable after the Effective Time, the Surviving Corporation shall be merged with and into Parent (the “Second Merger”) in accordance with an Agreement and Plan of Merger and Liquidation (the “Plan of Second Merger”) to be adopted by Parent and the Company, as the Surviving Corporation in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Bancorp, Inc.)

Organization of Interim; the Merger. Subject to the terms and conditions of this Agreement, HB HFB Acquisition Corp., a Mississippi business Louisiana corporation and wholly-owned subsidiary of Parent (“Interim”) to be formed in connection with the transactions contemplated hereby, shall at the Effective Time (as defined in Section 1.2 hereof) be merged with and into the Company in accordance with the Mississippi Louisiana Business Corporation Act (“MBCALBCA”) (the “Merger”), with the Company as the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and the separate existence of Interim shall cease. Prior to the Effective Time, Parent shall cause Interim to be organized under the MBCA LBCA and, in accordance with all necessary corporate and other approvals, to bind itself to the provisions of this Agreement obligating, benefitting and otherwise affecting it. Simultaneously with or as soon as practicable after the Effective Time, the Surviving Corporation shall be merged with and into Parent (the “Second Merger”) in accordance with an Agreement and Plan of Merger and Liquidation (the “Plan of Second Merger”) to be adopted by Parent and the Company, as the Surviving Corporation in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana)

Organization of Interim; the Merger. Subject to the terms and conditions of this Agreement, HB XX XX Acquisition Corp., a Mississippi business Louisiana corporation and wholly-owned subsidiary of Parent (“Interim”) to be formed in connection with the transactions contemplated hereby, shall at the Effective Time (as defined in Section 1.2 hereof) be merged with and into the Company in accordance with the Mississippi Louisiana Business Corporation Act (“MBCALBCA”) (the “Merger”), with the Company as the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and the separate existence of Interim shall cease. Prior to the Effective Time, Parent shall cause Interim to be organized under the MBCA LBCA and, in accordance with all necessary corporate and other approvals, to bind itself to the provisions of this Agreement obligating, benefitting and otherwise affecting it. Simultaneously with or as soon as practicable after the Effective Time, the Surviving Corporation shall be merged with and into Parent (the “Second Merger”) in accordance with an Agreement and Plan of Merger and Liquidation (the “Plan of Second Merger”) to be adopted by Parent and the Company, as the Surviving Corporation in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Louisiana Bancorp Inc)

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Organization of Interim; the Merger. Subject to the terms and conditions of this Agreement, HB HBT Acquisition Corp., a Mississippi business Texas corporation and wholly-owned subsidiary of Parent (“Interim”) to be formed in connection with the transactions contemplated hereby, shall at the Effective Time (as defined in Section 1.2 hereof) be merged with and into the Company in accordance with the Mississippi Texas Business Corporation Act Organizations Code (“MBCATBOC”) (the “Merger”), with the Company as the surviving corporation (hereinafter sometimes called the "Surviving Corporation") and the separate existence of Interim shall cease. Prior to the Effective Time, Parent shall cause Interim to be organized under the MBCA TBOC and, in accordance with all necessary corporate and other approvals, to bind itself to the provisions of this Agreement obligating, benefitting and otherwise affecting it. Simultaneously with or as soon as practicable after the Effective Time, the Surviving Corporation shall be merged with and into Parent (the “Second Merger”) in accordance with an Agreement and Plan of Merger and Liquidation (the “Plan of Second Merger”) to be adopted by Parent and the Company, as the Surviving Corporation in the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Bancorp, Inc.)

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