Common use of Surviving Corporation in the Merger Clause in Contracts

Surviving Corporation in the Merger. (a) The name of the Surviving Corporation in the Merger shall be "Republic". At the Effective Time, the headquarters and principal executive offices of Republic immediately prior to the Effective Time shall be the headquarters and principal executive offices of the Surviving Corporation. At the Effective Time, the headquarters and principal executive offices of Republic Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of Republic Bank. At the Effective Time, the headquarters and principal executive offices of D&N Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of D&N Bank. (b) At the Effective Time, the Articles of Incorporation of Republic, as amended by the Republic Charter Amendment (as defined in Section 1.5(a) hereof) and as then in effect, shall be the Articles of Incorporation of Republic as the Surviving Corporation until amended as provided therein or as otherwise permitted by the MBCA. (c) At the Effective Time, the Bylaws of Republic as then in effect shall be the Bylaws of Republic as the Surviving Corporation until amended as provided therein or as otherwise permitted by the MBCA. (d) The directors and certain executive officers of Republic as the Surviving Corporation following the Merger shall be as provided in Section 6.2 herein until such directors or officers are replaced or additional directors or officers are elected or appointed in accordance with the provisions of this Agreement and the Articles of Incorporation and Bylaws of the Surviving Corporation. (e) From and after the Effective Time the Merger shall have the effects set forth in this Agreement and in the MBCA and the DGCL, including without limitation the following: (i) Republic as the Surviving Corporation shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each of D&N and Republic, and all obligations belonging or due to each of D&N and Republic, all of which shall vest in Republic as the Surviving Corporation without further act or deed. Title to any real estate or any interest in the real estate vested in D&N or Republic shall not revert or in any way be impaired by reason of the Merger. (ii) Republic as the Surviving Corporation will be liable for all the obligations of each of D&N and Republic. Any claim existing, or action or proceeding pending, by or against D&N or Republic, may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or Republic as the Surviving Corporation may be substituted in its place. (iii) All the rights of creditors of each of D&N and Republic will be preserved unimpaired, and all liens upon the property of D&N and Republic will be preserved unimpaired only on the property affected by such liens immediately before the Effective Time.

Surviving Corporation in the Merger. (a) The name of the Surviving Corporation in the Acquisition Merger shall be "Republic". At the Effective Time, the headquarters and principal executive offices of Republic immediately prior to the Effective Time shall be the headquarters and principal executive offices of the Surviving Commercial Federal Corporation. At the Effective Time, the headquarters and principal executive offices of Republic Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of Republic Bank. At the Effective Time, the headquarters and principal executive offices of D&N Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of D&N Bank. (b) At the Effective Time, the The Articles of Incorporation of Republic, Commercial as amended by in effect immediately prior to the Republic Charter Amendment (as defined in Section 1.5(a) hereof) and as then in effect, Acquisition Merger Effective Time shall be the Articles of Incorporation of Republic the Surviving Corporation as the Surviving Corporation Corporation. (c) The bylaws of Commercial, together with all amendments thereto, if any, as in effect immediately prior to the Acquisition Merger Effective Time, shall thereafter be the bylaws of the Surviving Corporation, until amended as provided therein or as otherwise permitted by the MBCA. (c) At the Effective Time, the Bylaws of Republic as then in effect shall be the Bylaws of Republic as the Surviving Corporation until amended as provided therein or as otherwise permitted by the MBCAlaw. (d) The directors and certain executive officers of Republic as Commercial in office immediately prior to the Acquisition Merger Effective Time shall be the directors and officers of the Surviving Corporation following the Merger Acquisition Merger, until their successors shall be as provided in Section 6.2 herein until such directors or officers are replaced or additional directors or officers are duly elected or appointed in accordance with the provisions of this Agreement and the Articles of Incorporation and Bylaws of the Surviving Corporationqualified. (e) From and after the Acquisition Merger Effective Time the Merger shall have the effects set forth in this Agreement and in the MBCA and the DGCL, including without limitation the followingTime: (i) Republic as the The Surviving Corporation shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each of D&N Commercial and RepublicCompany, and all obligations belonging or due to each of D&N Commercial and RepublicCompany, all of which shall vest are vested in Republic as the Surviving Corporation without further act or deed. Title to any real estate or any interest in the real estate vested in D&N Commercial or Republic the Company shall not revert or in any way be impaired by reason of the Acquisition Merger. (ii) Republic as the The Surviving Corporation will shall be liable for all the obligations of each of D&N Commercial and RepublicCompany. Any claim existing, or action or proceeding pending, by or against D&N the Company or RepublicCommercial, may be prosecuted to judgmentjudgement, with right of appeal, as if the Acquisition Merger had not taken place, or Republic as the Surviving Corporation may be substituted in its place. (iii) All the rights of creditors of each of D&N Company and Republic will be Commercial are preserved unimpaired, and all liens upon the property of D&N Company and Republic will be Commercial are preserved unimpaired unimpaired, on only on the property affected by such liens immediately before prior to the Acquisition Merger Effective Time.

Surviving Corporation in the Merger. (a) The name of the Surviving Corporation in the Merger shall be changed from "RepublicAccuMed Acquisition Corp." to ". At the Effective TimeAccuMed International, the headquarters and principal executive offices of Republic immediately prior to the Effective Time shall be the headquarters and principal executive offices of the Surviving Corporation. At the Effective Time, the headquarters and principal executive offices of Republic Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of Republic Bank. At the Effective Time, the headquarters and principal executive offices of D&N Bank immediately prior to the Effective Time shall be the headquarters and principal executive offices of D&N Bank.Inc." (b) At the Merger Effective Time, subject to an amendment to change the name of the Surviving Corporation in accordance with the provisions of Section 1.4(a) hereof, the Certificate of Incorporation of Acquisition Sub as then in effect shall be the Certificate of Incorporation of the Surviving Corporation until further amended as provided therein or as otherwise permitted by the DGCL. (c) At the Merger Effective Time, the Articles Bylaws of Incorporation of Republic, as amended by the Republic Charter Amendment (as defined in Section 1.5(a) hereof) and Acquisition Sub as then in effect, effect shall be the Articles Bylaws of Incorporation of Republic as the Surviving Corporation until amended as provided therein or as otherwise permitted by the MBCA. (c) At the Effective Time, the Bylaws of Republic as then in effect shall be the Bylaws of Republic as the Surviving Corporation until amended as provided therein or as otherwise permitted by the MBCADGCL. (d) The directors and certain executive officers of Republic Acquisition Sub as of the Merger Effective Time shall remain as the directors and officers of the Surviving Corporation following the Merger shall be as provided in Section 6.2 herein until such directors or officers are replaced or additional directors or officers are elected or appointed in accordance with the provisions of this Agreement and the Articles Certificate of Incorporation and Bylaws of the Surviving Corporation. (e) From and after the Merger Effective Time the Merger shall have the effects set forth in this Agreement and in the MBCA and the DGCL, including without limitation the followingTime: (i) Republic Acquisition Sub as the Surviving Corporation shall possess all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, franchises and authority, of a public as well as of a private nature, of each of D&N AccuMed and RepublicAcquisition Sub, and all obligations belonging or due to each of D&N AccuMed and RepublicAcquisition Sub, all of which shall vest in Republic as the Surviving Corporation without further act or deed. Title to any real estate or any interest in the real estate vested in D&N AccuMed or Republic Acquisition Sub shall not revert or nor in any way be impaired by reason of the Merger. (ii) Republic as the The Surviving Corporation will be liable for all of the obligations of each of D&N AccuMed and RepublicAcquisition Sub. Any claim existing, or action or proceeding pending, by or against D&N AccuMed or RepublicAcquisition Sub, may be prosecuted to judgment, with right of appeal, as if the Merger had not taken place, or Republic as and the Surviving Corporation may be substituted in its place. (iii) All of the rights of creditors of each of D&N AccuMed and Republic Acquisition Sub will be preserved unimpaired, and all of the liens upon the property of D&N AccuMed and Republic Acquisition Sub will be preserved unimpaired only on the property affected by such liens immediately before the Merger Effective Time.