Subsequent Merger. As soon as practicable following the Effective Time, Xxxxxxxxxx shall, and it shall cause VFSC (as the Surviving Corporation in the Merger) to, effect the Subsequent Merger by executing and filing (i) articles of merger with the Secretary of State of the State of Vermont pursuant to the VBCA and (ii) a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL. The Subsequent Merger shall become effective at the time (the "Subsequent Effective Time") specified in both (i) the articles of merger filed with the Secretary of State of the State of Vermont pursuant to Section 11.05 of the VBCA and (ii) the certificate of merger filed with the Secretary of State of the State of Delaware pursuant to Section 252 of the DGCL. As a result of the Subsequent Merger, the separate corporate existence of VFSC shall cease and Chittenden shall be the surviving corporation and continue its corporate existence under the laws of the State of Vermont. The Subsequent Merger shall have the effects prescribed in Section 11.06 of the VBCA and Sections 259 and 261 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Chittenden Corp /Vt/), Merger Agreement (Chittenden Corp /Vt/)
Subsequent Merger. As soon as practicable following the Effective Time, Xxxxxxxxxx Camden shall, and it shall cause VFSC KSB (as the Surviving Corporation in the Merger) to, effect the Subsequent Merger by executing and filing (i) articles of merger with the Secretary of State of the State of Vermont Maine pursuant to the VBCA Maine Business Corporation Act (Title 13-A) (the MBCA ) and (ii) a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL. The Subsequent Merger shall become effective at the time (the "Subsequent Effective Time"Time ) specified in both (i) the articles of merger filed with the Secretary of State of the State of Vermont Maine pursuant to Section 11.05 904 of the VBCA MBCA and (ii) the certificate of merger filed with the Secretary of State of the State of Delaware pursuant to Section 252 of the DGCL. As a result of the Subsequent Merger, the separate corporate existence of VFSC KSB shall cease and Chittenden Camden shall be the surviving corporation and continue its corporate existence under the laws of the State of VermontMaine. The Subsequent Merger shall have the effects prescribed in Section 11.06 905 of the VBCA MBCA and Sections 259 and 261 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Camden National Corp), Merger Agreement (Camden National Corp)
Subsequent Merger. As soon as practicable following the Effective ----------------- Time, Xxxxxxxxxx Camden shall, and it shall cause VFSC KSB (as the Surviving Corporation in the Merger) to, effect the Subsequent Merger by executing and filing (i) articles of merger with the Secretary of State of the State of Vermont Maine pursuant to the VBCA Maine Business Corporation Act (Title 13-A) (the "MBCA") and (ii) a certificate of ---- merger with the Secretary of State of the State of Delaware pursuant to the DGCL. The Subsequent Merger shall become effective at the time (the "Subsequent ---------- Effective Time") specified in both (i) the articles of merger filed with the -------------- Secretary of State of the State of Vermont Maine pursuant to Section 11.05 904 of the VBCA MBCA and (ii) the certificate of merger filed with the Secretary of State of the State of Delaware pursuant to Section 252 of the DGCL. As a result of the Subsequent Merger, the separate corporate existence of VFSC KSB shall cease and Chittenden Camden shall be the surviving corporation and continue its corporate existence under the laws of the State of VermontMaine. The Subsequent Merger shall have the effects prescribed in Section 11.06 905 of the VBCA MBCA and Sections 259 and 261 of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (KSB Bancorp Inc)