Common use of Property and Liabilities of Constituent Corporations Clause in Contracts

Property and Liabilities of Constituent Corporations. On the Effective Date, the separate existence of Merging Corporation shall cease and Merging Corporation shall be merged into Surviving Corporation. Surviving Corporation, from and after the Effective Date, shall possess all the rights, privileges, powers and franchises of whatsoever nature and description, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of and debts due to either of the Constituent Corporations on whatever account as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in Surviving Corporation; and all property, rights, privileges, powers and franchises, and all other interests shall be thereafter as effectually the property of Surviving Corporation as they were of the several and respective Constituent Corporations and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. All rights of creditors and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations thenceforth shall attach to Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or Surviving Corporation may be substituted in such action or proceeding.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Thunder Mountain Gold Inc), Merger Agreement (Idaho General Mines Inc)

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Property and Liabilities of Constituent Corporations. On the Effective Date, the separate existence of Merging Corporation Subsidiary shall cease and Merging Corporation Subsidiary shall be merged into the Surviving Corporation. The Surviving CorporationCorporation shall, from and after the Effective Date, shall possess all the rights, privileges, powers powers, and franchises of whatsoever nature and description, of a public as well as of a private natureand private, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers powers, and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, of and debts due to either of the Constituent Corporations on whatever account as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interests interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations Corporations, and the title to any real estate vested by deed or otherwise in either any of the Constituent Corporations shall not revert or be in any way impaired by reason of the such Merger. All rights of creditors and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Corporations shall thenceforth shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities liabilities, and duties had been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal criminal, or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the such Merger had not taken place, or the Surviving Corporation may be substituted in such action or proceeding.

Appears in 2 contracts

Samples: Acquisition Agreement (Marquee Group Inc), Acquisition Agreement (Marquee Group Inc)

Property and Liabilities of Constituent Corporations. On At the Effective DateTime, the separate existence of Merging Corporation shall cease and Merging Corporation shall be merged into the Surviving Corporation. The Surviving Corporation, from and after the Effective DateTime, shall possess all the rights, privileges, powers and franchises of whatsoever nature and description, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of and debts due to either of the Constituent Corporations on whatever account as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all other interests shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. All rights of creditors and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations thenceforth shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or the Surviving Corporation may be substituted in such action or proceeding.

Appears in 1 contract

Samples: Merger Agreement (Quanex Corp)

Property and Liabilities of Constituent Corporations. On the Effective Date, the separate existence of Merging Corporation shall cease and Merging Corporation shall be merged into Surviving Corporationthe surviving corporation. The Surviving Corporation, from and after the Effective Date, shall possess all the rights, privileges, powers and franchises of whatsoever nature and description, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; all rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of and debts due to either of the Constituent Corporations on whatever account as , well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all other interests shall be thereafter as effectually the property of Surviving Corporation the surviving corporation as they were of the several and respective Constituent Corporations and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. All rights of creditors and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations thenceforth shall attach to Surviving Corporationthe surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal or administrative, administrative pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or Surviving Corporation the surviving corporation may be substituted in such action or proceeding.

Appears in 1 contract

Samples: Merger Agreement (Physio Control International Corp \De\)

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Property and Liabilities of Constituent Corporations. On the Effective Date, the separate existence of Merging Corporation shall cease and Merging Corporation shall be merged into Surviving Corporation. Surviving Corporation, from and after the Effective Date, shall possess all the rights, privileges, powers and franchises of whatsoever nature and description, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; all . All rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of and debts due to either of the Constituent Corporations on whatever account account, as well for stock subscriptions subscriptions, as all other things in action or belonging to each of the Constituent Corporations shall be vested in Surviving Corporation; and all . All property, rights, privileges, powers and franchises, and all other interests shall be thereafter as effectually the property of Surviving Corporation as they were of the several and respective Constituent Corporations and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger. All rights of creditors and all liens upon the property of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations thenceforth shall attach to Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any claim existing claim, or pending action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or Surviving Corporation may be substituted in such claim, action or proceeding.

Appears in 1 contract

Samples: Merger Agreement (New Jersey Mining Co)

Property and Liabilities of Constituent Corporations. On When the Effective DateMerger shall have become effective, the separate existence of Merging Corporation Western Sub shall cease and Merging Corporation Western Sub shall be merged with and into TIM xxxch as the Surviving Corporation. Surviving Corporation, from and after the Effective Date, Corporation shall possess all the rights, privileges, powers and franchises of whatsoever nature and description, as well of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of tangible and intangible, and all debts due to either of the Constituent Corporations on whatever account account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations such corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interests interest shall be thereafter as effectually the property of the Surviving Corporation as they were of the several and respective Constituent Corporations Corporations, and the title to any real estate vested by deed or otherwise otherwise, under the laws of Delaware, in either of the Constituent Corporations Corporations, shall not revert or be in any way impaired by reason of the Merger. All impaired; but all rights of creditors and all liens upon the any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth shall attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any claim existing or action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation may be prosecuted to judgment or decree as if the Merger had not taken place, or Surviving Corporation may be substituted in such action or proceeding.be

Appears in 1 contract

Samples: Merger Agreement (Western Wireless Corp)

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