The Combination. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall continue as the surviving corporation in the Merger (hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company with all its properties, rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) Upon the terms and subject to the conditions set forth in this Agreement (which constitutes a “plan of merger” for purposes of Section 18-209(i) of the DLLCA) and in accordance with the DGCL, the DLLCA and the authorization of the Upstream Merger by Merger LLC in accordance with Merger LLC’s governing documents, Section 267 of the DGCL, Section 18-209(i) of the DLLCA and the Upstream Merger Certificate, following the Effective Time and at the Upstream Effective Time, the Surviving Corporation shall be merged with and into Merger LLC and the separate corporate existence of the Surviving Corporation shall thereupon cease. Merger LLC shall continue as the surviving company in the Upstream Merger (sometimes hereinafter referred to as the “Surviving Company”), and the separate existence of Merger LLC with all its properties, rights, privileges, immunities, powers and franchises shall continue unaffected by the Upstream Merger. At the Upstream Effective Time, the effect of the Upstream Merger shall be as provided in this Agreement, the Upstream Merger Certificate and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Upstream Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Surviving Corporation and Merger LLC shall vest in the Surviving Company, and ...
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent and the separate corporate existence of the Company shall cease. Parent shall be the Surviving Corporation in the Merger, and shall continue to exist as a Delaware corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger.
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, the Company shall merge with and into Parent (the “Merger”) and the separate corporate existence of the Company shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, the Company Bank will be merged (the “Bank Merger”) with and into Parent Bank (the “Surviving Bank”). Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after the Company’s shareholders have adopted this Agreement), change the method of effecting the Merger and/or the Bank Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge the Company into Parent, but rather merge a Subsidiary of Parent into the Company, and not to merge the Company Bank into a Subsidiary of Parent, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Company Common Stock, (ii) adversely affect the Tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of the Company.
The Combination. Subject to and upon the terms and --------------- conditions of this Agreement and the applicable provisions of the California General Corporation Law ("California Law"), Sub shall be merged with and into -------------- Wood, the separate corporate existence of Sub shall cease and Wood shall continue as the surviving corporation. Wood as the surviving corporation of that merger after the Combination is hereinafter sometimes referred to as the "Surviving Corporation." iPrint as the owner of all of the outstanding capital --------------------- stock of the Surviving Corporation after the Combination is hereinafter sometimes referred to as the "Parent Corporation." The Combination shall become ------------------ effective (the time of such effectiveness is referred to herein as the "Effective Time") upon the filing of an Agreement of Merger, along with -------------- certificates of officers of the Constituent Corporations, in substantially the form attached hereto as Exhibit F (the "Agreement of Merger") with the Secretary ------------------ of State of California. Sub and Wood are sometimes referred to herein as "Constituent Corporations." ------------------------
The Combination. At the Effective Time, SB shall merge with and into EWB, pursuant to CFC Section 4881, the separate existence of SB as a federal savings association shall cease, and EWB shall survive and continue to exist as a California state-chartered bank (EWB, as the surviving bank in the Merger, sometimes being referred to herein as the “Surviving Bank”). EWBC may, at any time prior to the Effective Time (including, to the extent permitted by applicable law, after SB’s shareholders have approved this Agreement), change the method of effecting the combination of EWB with SB (including, without limitation, the provisions of this Article II) if and to the extent it deems such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the amount or kind of consideration to be issued to the holders of SB Common Stock as provided for in this Agreement (the “Merger Consideration”), (ii) adversely affect the tax treatment of SB’s shareholders as a result of receiving the Merger Consideration, (iii) impede or unreasonably delay consummation of the transactions contemplated by this Agreement, or (iv) otherwise be materially prejudicial to the interests of the shareholders of SB.
The Combination. Subject and pursuant to the terms and conditions provided herein, the Combination shall be effected upon the consummation of the Share Exchange and the LLC Exchange, which shall be accomplished in the manner and with the effects set forth below:
The Combination. The Combination has been duly and validly --------------- authorized by the Company and all the necessary governmental filings, consents and approvals required to be obtained or made in connection therewith have been obtained or made, and all such approvals and consents are in full force and effect; and the Combination will be effected in compliance with all applicable state and federal laws and regulations and will be consummated prior to or at the Closing Time.
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Napa shall merge with and into Bank (the “Merger”) and the separate corporate existence of Napa shall cease. Bank shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Bank”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Parent may, at any time prior to the Effective Time (including, to the extent permitted by applicable Law, after Napa’s shareholders have adopted this Agreement), change the method of effecting the Merger (including, without limitation, the provisions of this Article II and including, without limitation, by electing not to merge Napa into Bank, if and to the extent it deems such change to be necessary, appropriate or desirable); provided, however, that no such change shall (i) alter or change the amount or kind of the Merger Consideration to be paid to holders of Napa Common Stock, (ii) adversely affect the Tax treatment of Napa’s shareholders as a result of receiving the Merger Consideration, (iii) materially impede, delay or prevent consummation of the transactions contemplated by this Agreement or (iv) otherwise be materially prejudicial to the interests of the shareholders of Napa.
The Combination. (a) Upon the terms and subject to the conditions set forth in this Combination and Investment Agreement, the following transactions shall be consummated as soon as practicable following the consummation of the AMHC Demutualization, and such transactions shall be effective as of the Combination Effective Time (as defined in Section 3.3):
(i) Indianapolis Life shall demutualize pursuant to a Plan of Conversion satisfying all the provisions of Section 3.5(a) hereof (the "Plan of Conversion");
(ii) The membership interests of the eligible members (as defined under Applicable Law) of Indianapolis Life shall be exchanged for AMHC Shares, cash and policy credits which shall have an aggregate value equal to that of 11.25 million AMHC Shares (determined as stated in Schedule 3.5(a) hereto, and subject to any adjustment provided for in Section 11.2(i) hereof); provided, however, that in the event of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of AMHC Shares or, prior to the AMHC Demutualization, the AmerUs Common Stock, such number of AMHC Shares shall be correspondingly adjusted to the extent appropriate to reflect such occurrence;
(iii) A corporation to be organized by AMHC under the Indiana Business Corporation Law (Section 23-1 of the Indiana Code) as its wholly owned subsidiary ("Holding Sub") shall acquire all of the common stock of Indianapolis Life as provided in Schedule 3.5(a), in accordance with the Indiana Demutualization Law (Section 27-15 of the Indiana Code) and other applicable laws of the State of Indiana, and the status of Indianapolis Life as a mutual insurance company shall cease; and
(iv) Indianapolis Life shall become a direct wholly owned stock insurance company subsidiary of Holding Sub domiciled in the State of Indiana.
(b) The transactions contemplated by the Plan of Conversion are referred to herein as the "Combination." The parties intend to effectuate the Combination (i) on a tax free basis to AMHC, AmerUs, Indianapolis Life and the eligible members of Indianapolis Life who receive only AMHC Shares and (ii) with respect to individual retirement accounts and individual retirement annuities (within the meaning of Code Section 408), tax sheltered annuities governed by Code Section 403(b) and "employee benefit plans" (within the meaning of Section 3(3) of ERISA), in such a manner that it does not adversely affect the compliance thereof with the applicable requirements of ERISA or the Co...
The Combination. Upon the terms and subject to the conditions set forth in this Agreement, in accordance with the CGCL, at the Effective Time, ARB shall merge with and into Parent (the “Merger”) and the separate corporate existence of ARB shall cease. Parent shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and shall continue to exist as a California corporation with all its rights, privileges, immunities, powers and franchises continuing unaffected by the Merger. Immediately after the Merger, in accordance with the CGCL and the CFC, AR Bank will be merged (the “Bank Merger”) with and into Bank (the “Surviving Bank”).
