Common use of The Parent Merger Clause in Contracts

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone shall merge with and into Peoples (the “Parent Merger”), Peoples shall survive the Parent Merger and continue to exist as an Ohio corporation (Peoples, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone shall cease. At the Effective Time: (i) The Peoples 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 Peoples Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each individual serving as a director of Peoples immediately prior to the Effective Time shall remain 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 Peoples Articles and the Peoples Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples Articles or the Peoples Regulations or as otherwise provided by the OGCL.

Appears in 3 contracts

Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Limestone Bancorp, Inc.), Merger Agreement (Limestone Bancorp, Inc.)

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The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone Premier Financial shall merge with and into Peoples (the “Parent Merger”), Peoples shall survive the Parent Merger and continue to exist as an Ohio corporation (Peoples, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone Premier Financial shall cease. At the Effective Time: (i) The Peoples 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 Peoples Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples immediately prior to the Effective Time shall remain 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 Peoples Articles and the Peoples Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples Articles or the Peoples Regulations or as otherwise provided by the OGCL.

Appears in 2 contracts

Samples: Merger Agreement (Premier Financial Bancorp Inc), Merger Agreement (Peoples Bancorp Inc)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone NB&T Financial shall merge with and into Peoples (the “Parent Merger”), Peoples shall survive the Parent Merger and continue to exist as an Ohio corporation (Peoples, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone NB&T Financial shall cease. At the Effective Time: (i) The Peoples 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 Peoples Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.256.21, each individual serving as a director of Peoples immediately prior to the Effective Time shall remain 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 Peoples Articles and the Peoples Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples Articles or the Peoples Regulations or as otherwise provided by the OGCL.

Appears in 2 contracts

Samples: Merger Agreement (Peoples Bancorp Inc), Merger Agreement (Nb&t Financial Group Inc)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone CNC shall merge with and into Peoples NB&T (the “Parent Merger”), Peoples NB&T shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesNB&T, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone CNC shall cease. At the Effective Time: (i) The Peoples NB&T 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 Peoples RegulationsNB&T 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) Subject to Section 6.25, each Each individual serving as a director of Peoples NB&T immediately prior to the Effective Time shall remain 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 Peoples NB&T Articles and the Peoples Regulations NB&T Code or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples NB&T Articles or the Peoples Regulations NB&T Code or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (Nb&t Financial Group Inc)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone BNB shall merge with and into Peoples LCNB (the “Parent Merger”), Peoples LCNB shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesLCNB, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone BNB shall cease. At the Effective Time: (i) The Peoples LCNB 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 Peoples LCNB Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples LCNB immediately prior to the Effective Time shall remain 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 Peoples LCNB Articles and the Peoples LCNB Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples LCNB Articles or the Peoples LCNB Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone Benchmark shall merge with and into Peoples United (the “Parent Merger”), Peoples United shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesUnited, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone Benchmark shall cease. At the Effective Time: (i) The Peoples United 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 Peoples United Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples United immediately prior to the Effective Time shall remain 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 Peoples United Articles and the Peoples United Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples United Articles or the Peoples United Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (United Bancshares Inc/Oh)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone Comunibanc shall merge with and into Peoples Civista (the “Parent Merger”), Peoples Civista shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesCivista, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone Comunibanc shall cease. At the Effective Time: (i) The Peoples Civista 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 Peoples Civista Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples Civista immediately prior to the Effective Time shall remain 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 Peoples Civista Articles and the Peoples Civista Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples Civista Articles or the Peoples Civista Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (Civista Bancshares, Inc.)

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The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone CFB and LCNB shall merge with and into Peoples (effect the Parent Merger”), Peoples LCNB shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesLCNB, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone CFB shall cease. At the Effective Time: (i) The Peoples LCNB 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 Peoples LCNB Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.256.24, each individual serving as a director of Peoples LCNB immediately prior to the Effective Time shall remain 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 Peoples LCNB Articles and the Peoples LCNB Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples LCNB Articles or the Peoples LCNB Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone First Capital shall merge with and into Peoples LCNB (the “Parent Merger”), Peoples LCNB shall survive the Parent Merger and continue to exist as an Ohio corporation (PeoplesLCNB, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone First Capital shall cease. At the Effective Time: (i) The Peoples LCNB 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 Peoples LCNB Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples LCNB immediately prior to the Effective Time shall remain 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 Peoples LCNB Articles and the Peoples LCNB Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples LCNB Articles or the Peoples LCNB Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (LCNB Corp)

The Parent Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Limestone Ohio Heritage shall merge with and into Peoples (the “Parent Merger”), Peoples shall survive the Parent Merger and continue to exist as an Ohio corporation (Peoples, as the surviving corporation in the Parent Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Limestone Ohio Heritage shall cease. At the Effective Time: (i) The Peoples 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 Peoples Regulations, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until amended in accordance with the OGCL; and (iii) Subject to Section 6.25, each Each individual serving as a director of Peoples immediately prior to the Effective Time shall remain 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 Peoples Articles and the Peoples Regulations or as otherwise provided by the OGCL or until his or her earlier death, resignation or removal in the manner provided in the Peoples Articles or the Peoples Regulations or as otherwise provided by the OGCL.

Appears in 1 contract

Samples: Merger Agreement (Peoples Bancorp Inc)

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