Surviving Corporations. Both corporations shall survive the exchange and reorganization herein contemplated and shall continue to be governed by the laws of its respective jurisdiction of incorporation.
Surviving Corporations. Both Buyer and the Company shall survive the reorganization herein contemplated and shall continue to be governed by the laws of their respective jurisdictions. The resulting parent corporation is the entity responsible for the rights of dissenting shareholders.
Surviving Corporations. Both corporate parties hereto shall survive the exchange and reorganization herein contemplated and shall continue to be governed by the laws of its place of incorporation and its constituent documents.
Surviving Corporations. By virtue of the Merger to which it is a party and without any action on the part of the holder thereof, each common share, no par value, of each Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding as a duly authorized, validly issued, fully paid and nonassessable common share, no par value, of the Surviving Corporation to such Merger, so that thereafter Apple Nine will be the sole and exclusive owner of the outstanding capital stock of each of the Surviving Corporations.
6. The reference to “such Company and any of its Subsidiaries” in Section 5.8(c) of the Merger Agreement is hereby deleted and replaced with “Apple Seven and any of its Subsidiaries or Apple Eight and any of its Subsidiaries, as the case may be,”.
7. Exhibit B to the Merger Agreement is hereby deleted in its entirety and a new Exhibit B, in the form attached hereto as Annex 1, is hereby attached to the Merger Agreement.
8. Exhibit C to the Merger Agreement is hereby deleted in its entirety and a new Exhibit C, in the form attached hereto as Annex 2, is hereby attached to the Merger Agreement.
9. Except as set forth in this Amendment, the Merger Agreement is hereby ratified and confirmed in all respects and shall continue in full force and effect according to its terms. From and after the effectiveness of this Amendment, all references to the “Agreement” in the Merger Agreement shall mean the Merger Agreement, as amended by this Amendment.
10. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
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Surviving Corporations. Both Nevada Companies shall survive the Reorganization as indicated above, such that after Reorganization, Pinnacle Oil, Inc. shall be a wholly-owned subsidiary of Pinnacle Oil International, Inc.
Surviving Corporations. All three corporations shall survive the exchange and reorganization herein contemplated and shall continue to be governed by the laws of its respective jurisdiction of incorporation.
Surviving Corporations. PFGI shall be the surviving corporation in the Holding Company Merger. The Holding Company Merger shall not cause, result in or require any changes in the Articles of Incorporation or Code of Regulations of PFGI. Provident Bank shall be the surviving corporation in the Subsidiary Merger. The place in Ohio where the surviving corporation's principal place of business is to be located is Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx, and the names and addresses of the directors of Provident Bank are set forth on Exhibit 1.4. The Subsidiary Merger shall not cause, result in or require any changes in the Articles of Incorporation or Code of Regulations of Provident Bank. Neither of the Mergers shall result in any change to the composition of the Boards of Directors of PFGI or Provident Bank or in the corporate officers appointed to serve PFGI or Provident Bank.
Surviving Corporations. The Articles of Incorporation and Bylaws of BOF as in effect immediately prior to the Effective Time shall remain unchanged by reason of the Merger and shall be the Articles of Incorporation and Bylaws of BOF as the surviving entity in the Merger. The directors and officers of BOF at the Effective Time of the Merger shall be the directors and officers of BOF as the surviving banking corporation in the Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Surviving Corporations. Certificate of Incorporation; By-laws; Officers and Directors. Unless otherwise agreed by the Parties prior to the Closing, on the Closing Date:
(a) the certificate of incorporation of each Surviving Corporation as in effect immediately prior to the Closing (a true and correct copy of which is attached hereto as Schedule 1.3(a)) shall be, at and after the Closing Date, the certificate of incorporation of each Surviving Corporation (the "Certificate of Incorporation") until further altered, amended or repealed in accordance with the this Agreement or applicable law;
(b) the by-laws of each Surviving Corporation as in effect immediately prior to the Closing (a true and correct copy of which is attached hereto as Schedule 1.3(b)) shall be, at and after the Closing Date, the by-laws of each Surviving Corporation until further altered, amended or repealed in accordance with this Agreement, such by-laws or applicable law; and
(c) the officers and directors of each Surviving Corporation and Navidec from and after the Closing shall be the Persons set forth on Schedule 1.3(c), until their successors are elected or appointed and qualified or until their earlier resignation or removal.
