The Merger and the Surviving Corporation Sample Clauses

The Merger and the Surviving Corporation. (a) At the Effective Time, the articles of merger (the "Articles of Merger") in the form attached as Schedule 1.2(a) shall be filed with the Secretaries of State of Ohio and Nevada, and TTI shall be merged with and into the Subsidiary. The separate existence of TTI shall cease and the existence of the Subsidiary shall continue unaffected and unimpaired by the Merger, with all of the rights, privileges, immunities and powers, and subject to all of the duties and liabilities of a corporation organized under the corporation laws of the State of Nevada. The Subsidiary, as the Surviving Corporation, shall succeed to and assume all the rights and obligations of TTI. In all other respects, the effect of the Merger shall be as set forth in Section 92A.250 of the Nevada Statutes Mergers and Exchange of Interest Section (the "NS"). It is intended by the parties hereto that the Merger shall constitute a merger for federal income tax purposes within the meaning of IRCss.368(a). The parties hereto hereby adopt this Agreement as a "plan of merger" within the meaning of the United States Treasury Regulations.
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The Merger and the Surviving Corporation. Section 2.1. The Merger Section 2.2. Closing; Effective Time of the Merger
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The Merger and the Surviving Corporation. At the Effective Time, the Company shall merge with and into the Merger Sub (the "Merger"), and the Merger Sub shall survive the Merger as the "Surviving Corporation."
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The Merger and the Surviving Corporation 
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Related to The Merger and the Surviving Corporation

  • The Surviving Corporation Section 3.01.

  • Surviving Corporation 6 Tax...........................................................................17

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • First Merger At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Acquisition Sub or the holders of any securities of the Company or Acquisition Sub:

  • The Company Merger Upon the terms and subject to the conditions of this Agreement at the Effective Time (as hereinafter defined), Company shall be merged with and into Sub and the separate existence and corporate organization of Company shall thereupon cease and Sub and Company shall thereupon be a single corporation. Sub shall be the surviving corporation in the Merger and the separate corporate existence of Sub shall continue unaffected and unimpaired by the Merger.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

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