Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations: (a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida. (b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed. (c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI and any claim existing or action or proceeding pending by or against WAI or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI or Outback shall be impaired by the merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Outback Steakhouse Inc)
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI Songlines and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI Songlines shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI Songlines and any claim existing or action or proceeding pending by or against WAI Songlines or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI Songlines or Outback shall be impaired by the merger.
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Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI NAI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI NAI shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI NAI and any claim existing or action or proceeding pending by or against WAI NAI or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI NAI or Outback shall be impaired by the merger.
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Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI ARG and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI ARG shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI ARG and any claim existing or action or proceeding pending by or against WAI ARG or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI ARG or Outback shall be impaired by the merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Outback Steakhouse Inc)
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State Commonwealth of FloridaMassachusetts.
(b) The Surviving Corporation shall possess all of the rights, privileges, privileges immunities and franchises, of either a public or private nature, of OutbackPureSpeech and Acquisition, and WAI and all property, real, personal and mixed mixed, and all debts due on whatever account, including subscription to shares shares, and all other chooses choses in action action, and every other interest of or belonging or due to WAI PureSpeech and Acquisition shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI PureSpeech and Acquisition and any claim existing or action or proceeding pending by or against WAI Acquisition or Outback PureSpeech may be prosecuted as if the merger Merger had not occurred occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI Acquisition or Outback PureSpeech shall be impaired by the mergerMerger.
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Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI TI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI TI shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI TI and any claim existing or action or proceeding pending by or against WAI TI or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI TI or Outback shall be impaired by the merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Outback Steakhouse Inc)
Rights and Liabilities of the Surviving Corporation. The --------------------------------------------------- Surviving Corporation shall have the following rights and obligations:
: (ai) The the Surviving Corporation shall have all the rights, privileges, privileges immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
Delaware; (bii) The the Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, e resources and WAI Merger Corp. and all property, real, personal and mixed mixed, and all debts due on whatever account, including subscription to shares shares, and all other chooses chosen in action action, and every other interest of or belonging or due to WAI e resources and Merger Corp. shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
; and (ciii) At at the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI e resources and the Merger Corp. and any claim existing or action or proceeding pending by or against WAI the Merger Corp. or Outback e resources may be prosecuted as if the merger Merger had not occurred occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI e resources or Outback Merger Corp. shall be impaired by the mergerMerger.
Appears in 1 contract
Samples: Merger Agreement (E Resources Inc)
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI HAI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI HAI shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI HAI and any claim existing or action or proceeding pending by or against WAI HAI or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI HAI or Outback shall be impaired by the merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Outback Steakhouse Inc)
Rights and Liabilities of the Surviving Corporation. The Surviving Corporation shall have the following rights and obligations:
(a) The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Florida.
(b) The Surviving Corporation shall possess all of the rights, privileges, immunities and franchises, of either a public or private nature, of Outback, and WAI SI and all property, real, personal and mixed and all debts due on whatever account, including subscription to shares and all other chooses in action and every other interest of or belonging or due to WAI SI shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.
(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of WAI SI and any claim existing or action or proceeding pending by or against WAI SI or Outback may be prosecuted as if the merger had not occurred or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of WAI SI or Outback shall be impaired by the merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Outback Steakhouse Inc)