The Corporate Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall be merged into Seller in accordance with the provisions of Section 251 of the DGCL, and the separate corporate existence of Merger Sub shall cease. Seller shall be the Surviving Corporation of the Corporate Merger, and shall continue its corporate existence under the laws of the State of Delaware. The name of the Surviving Corporation shall be as stated in the Certificate of Incorporation of Seller immediately prior to the Effective Time.
(b) The Certificate of Incorporation and Bylaws of Seller as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation.
(c) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.
The Corporate Merger. 7 1.2 THE BANK MERGER.................................................................................8 1.3
The Corporate Merger. Subject to the provisions of this Agreement, at the Effective Time:
The Corporate Merger. Subject to the provisions of this Agreement, on the Effective Date:
(A) CONTINUING CORPORATION. NorthStar shall be merged with and into Frontier pursuant to the terms and conditions set forth herein (the "Corporate Merger"
The Corporate Merger. Subject to the provisions of this Agreement, on the Effective Date:
(A) CONTINUING CORPORATION. Issaquah shall be merged with and into Cascade pursuant to the terms and conditions set forth herein. Upon consummation of the Corporate Merger, the separate existence of Issaquah shall cease and Cascade shall continue as the Continuing Corporation.
(B) ARTICLES, BYLAWS, DIRECTORS, OFFICERS. The Articles of Incorporation and Bylaws of the Continuing Corporation shall be those of Cascade, as in effect immediately prior to the Effective Date. The directors and officers of Cascade in office immediately prior to the Effective Date shall be the directors and officers of the Continuing Corporation, together with such additional directors and officers as may thereafter be elected, who shall hold office until such time as their successors are elected and qualified.
The Corporate Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub shall be merged into Seller in accordance with the provisions of Section 251 of the DGCL, and the separate corporate existence of Merger Sub shall cease. Seller shall be the Surviving Corporation of the Corporate Merger, and shall continue its corporate existence under the laws of the State of Delaware as a subsidiary of Buyer. The name of the Surviving Corporation shall be as stated in the Certificate of Incorporation of Seller immediately prior to the Effective Time. Merger Sub and Seller shall enter into the plan of merger substantially in the form of Appendix A attached hereto.
(b) The Certificate of Incorporation and Bylaws of Seller as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation.
(c) The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation.
The Corporate Merger. Subject to the terms and conditions of this Agreement, at the Corporate Merger Effective Time (as hereinafter defined), Ewinx xxxll be merged with and into Summit (the "CORPORATE MERGER") in accordance with the laws of the State of Maryland and the State of Ohio. Following the Corporate Merger, the separate corporate existence of Ewinx xxxll cease, and Summit shall continue as the surviving corporation (the "SURVIVING CORPORATION").
The Corporate Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Indian Village shall merge with and into CSB (the “Parent Merger”), CSB shall survive the Parent Merger and continue to exist as an Ohio corporation (CSB, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Indian Village shall cease. At the Effective Time:
(i) The CSB Articles, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until amended in accordance with the OGCL;
(ii) The CSB Code, as in effect immediately prior to the Effective Time, shall be the code of regulations of the Surviving Corporation until amended in accordance with the OGCL; and
(iii) Each individual serving as a director of CSB immediately prior to the Effective Time shall become a director of the Surviving Corporation for the balance of the term for which such individual was elected and shall serve as such until his or her successor is duly elected and qualified in the manner provided for in the CSB Articles and the CSB Code or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the CSB Articles of CSB Code or as otherwise provided by the OGCL.
The Corporate Merger. Subject to the provisions of this Agreement, on the Effective Date:
(A) CONTINUING CORPORATION. WWB shall be merged with and into Heritage pursuant to the terms and conditions set forth herein (the “Corporate Merger”). Upon consummation of the Corporate Merger, the separate existence of WWB shall cease and Heritage shall continue as the continuing corporation (the “Continuing Corporation”).
(B) ARTICLES, BYLAWS, OFFICERS AND DIRECTORS. The Articles of Incorporation and Bylaws of Heritage, in effect immediately prior to the Effective Date, shall become the Articles of Incorporation and Bylaws of the Continuing Corporation. The directors and officers of Heritage in office immediately prior to the Corporate Merger becoming effective shall be the directors and officers of the Continuing Corporation, together with such additional directors and officers as may thereafter be elected, who shall hold office until such time as their successors are elected and qualified.
The Corporate Merger. On the Effective Date (as hereinafter defined):
