REORGANIZATION AND MERGER. 1.1. First National shall be merged into Interim Bank under the Articles of Association and Charter of Interim Bank at the Effective Date. Interim Bank will be the "receiving association" as that term is used in Section 215a of Title 12 of the United States Code and is herein called the "Surviving Bank" whenever reference is made to it as of the Effective Date or thereafter. The business of Interim Bank shall be that of a national banking association and shall be conducted by Interim Bank at its main office which shall be located at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx, and at its legally established branches.
1.2. At the Effective Date, the name of Surviving Bank shall be "First National Bank of Pontotoc." The Articles of Association and Bylaws of the Surviving Bank shall be as set forth in Exhibits A and B, respectively, attached hereto and made a part hereof. The office of First National immediately prior to the reorganization and merger shall become the office of the Surviving Bank.
1.3. At the Effective Date, the corporate existence of First National and Interim Bank shall be merged into and continued in the Surviving Bank and the Surviving Bank shall be deemed to be the same association as First National and Interim Bank. All rights, franchises and interest of First National and Interim Bank, respectively, in and to every type of property (real, personal and mixed) and choses in action shall be transferred to and vested in the Surviving Bank by virtue of the merger without any deed or other instrument of transfer, and the Surviving Bank, without other action, shall hold and enjoy all rights of property, franchises, and interests, and all rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests are held or enjoyed by First National and Interim Bank, respectively, at the time the merger becomes effective.
1.4. At the Effective Date, the Surviving Bank shall be liable for all liabilities of First National and Interim Bank; all deposits, debts, liabilities, obligations and contracts of First National and of Interim Bank, respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise, and whether or not reflected or reserved against on balance sheets, books of account, or records of First National or Interim Bank, as the case may...
REORGANIZATION AND MERGER. Upon the terms and subject to the conditions of this Agreement, the Merger Agreement, the Steelton Plan of Liquidation, and the Mechanics Merger, the Reorganization is to be accomplished in the manner described herein.
REORGANIZATION AND MERGER. REORGANIZATION CLOSING ----------------------
REORGANIZATION AND MERGER. 5 2.01. The Merger..........................................................5 2.02. Closing.............................................................6 2.03.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and Telecom shall execute and file the Certificate of Merger in substantially the form attached hereto as Exhibit A with the Georgia Secretary of State and the Delaware Secretary of State, whereupon Telecom shall be merged with and into Merger Sub and Merger Sub shall be the surviving corporation in such merger. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(2)(D) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of-interests method.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and CSI shall execute and file the Articles of Merger in substantially the form attached hereto as Exhibit A with the Oregon Secretary of State, whereupon Merger Sub shall be merged with and into CSI and CSI shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Platinum. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of-interests method.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that, following the Closing (as defined in Section 3 below), Merger Sub and Opmaxx shall execute and file the Certificate of Merger in substantially the form attached hereto as EXHIBIT B with the Delaware Secretary of State, whereupon Opmaxx shall be merged with and into Merger Sub and Merger Sub shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Fluence. The parties intend that the Merger shall be accounted for using the purchase method of accounting.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Amendment and the Agreement, the parties hereto agree that, following the Closing, Acquisition and Kryptosima shall execute and file the Certificate of Merger with the Georgia Secretary of State, whereupon Acquisition shall be merged with and into Kryptosima and Kryptosima shall be the surviving entity in such merger. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(2)(D) of the Code.
REORGANIZATION AND MERGER. The Company has delivered to the Purchaser true, complete and correct copies of the Reorganization and Merger Agreement together with all amendments and modifications thereto. Such documents (including the schedules and exhibits thereto) comprise a full and complete copy of all agreements between the parties thereto with respect to the subject matter thereof and all transactions related thereto, and there are no agreements or understandings, oral or written, or side agreements not contained therein that modify the substance thereof.
REORGANIZATION AND MERGER. Subject to the terms and conditions of this Agreement, the parties hereto agree that Merger Sub and TFP shall execute and file the Articles of Merger in substantially the form attached hereto as EXHIBIT A with the South Carolina Secretary of State, whereupon Merger Sub shall be merged with and into TFP and TFP shall be the surviving corporation in such merger and shall become a wholly owned subsidiary of Printrak. It is intended that for federal tax purposes the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties intend that the Merger shall be accounted for using the pooling-of- interests method.
