The Merger; Effect of the Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the Surviving Corporation under the Laws of the State of Delaware.
The Merger; Effect of the Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Utah BCA and the DGCL, at the Effective Time, the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the Utah BCA and the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and the Purchaser shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
The Merger; Effect of the Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the FBCA, whereupon the separate existence of Merger Sub shall cease and the Company shall continue as the Surviving Corporation under the Laws of the State of Florida and a wholly owned subsidiary of Parent.
The Merger; Effect of the Merger. ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES 8 Section 2.01 The Merger 8 Section 2.02 Closing 8 Section 2.03 Effective Time 8 Section 2.04 Effects of the Merger 8 Section 2.05 Certificate of Incorporation and Bylaws 8 Section 2.06 Directors of the Surviving Corporation 9 Section 2.07 Officers of the Surviving Corporation 9 Section 2.08 Additional Actions 9 Section 2.09 Effect on Capital Stock 9 Section 2.10 Exchange of Shares 10
The Merger; Effect of the Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), Advisors will be merged with and into Newco (the "Merger") in accordance with the New Jersey Business Corporation Act (the "NJBCA"). Newco will be the surviving corporation (the "Surviving Corporation") in the Merger, with the initial corporate name of "Cumberland Advisors, Inc." and will continue to be governed by the laws of the state of New Jersey as a wholly-owned subsidiary of RBC. The Merger will have the effects specified in Section 10-6 of the NJBCA (as made applicable to the Merger by Section 10-14 of the NJBCA).
The Merger; Effect of the Merger. ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
The Merger; Effect of the Merger. 23 Conduct of Business of the Company.... 24
The Merger; Effect of the Merger
