Transfer of Property and Liabilities. From and after the Amalgamation Date, the Parties shall be amalgamated and shall continue as one corporation without share capital, and the Amalgamated Corporation shall possess all of the property, rights, privileges, assets and franchises and shall be subject to all of the liabilities, contracts, disabilities and debts of each of the Parties.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 3 hereof) of the merger, the separate existence of Casinos International shall cease; all of the outstanding shares of stock of Casinos International shall be exchanged for and converted into shares of the common stock of ECO2 and a promissory note issued by ECO2, as hereinafter provided; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, ECO2 Acquisition shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of Casinos International and shall assume and be liable for all the liabilities, obligations and penalties of Casinos International, in accordance with Florida law.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Section 11 hereof) of the merger, the separate existence of Subsidiary shall cease; all of the outstanding shares of stock of CNE shall be exchanged for and converted into shares of stock of Holding Company, as hereinafter provided; and upon the filing of a Certificate of Merger filed with the Secretary of State of Delaware, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes, and all the property, real and personal, causes of action and every other asset of Subsidiary, and shall assume and be liable for all the liabilities, obligations and penalties of Subsidiary, in accordance with Section 251 of the General Corporation Law of the State of Delaware.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 4 hereof) of the merger, the separate existence of Acquiree shall cease; all of the outstanding shares of stock of Acquiree shall be exchanged for and converted into the Outdoor Shares; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, Outdoor shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of Acquiree and shall assume and be liable for all the liabilities, obligations and penalties of Acquiree, in accordance with Florida law.
Transfer of Property and Liabilities. (a) On the day that Completion is intended to occur and immediately before Completion, and by virtue of section 413(2) of the Corporations Act:
(i) the whole of the undertaking and all of the property of each of the Amalgamating Companies are transferred to and vest in BGF; and
(ii) the liabilities of the Amalgamating Companies are transferred to, and become the liabilities of, BGF, on and from that date.
(b) For the purposes of clause 4.1(a), the words 'property' and 'liabilities' have the same meaning as in section 413(4) of the Corporations Act.
(c) Without in any way limiting clause 4.1(a), and if and to the extent necessary, the Liquidator will transfer or cause to be transferred to BGF:
(i) as soon as reasonably practicable following the Effective Date, all Property of each Scheme Company held by or controlled by the Liquidator; and
(ii) any other Property of a Scheme Company that comes into the Liquidator's possession, custody or control after the Effective Date as soon as reasonably practicable once it comes into his possession, custody or control.
Transfer of Property and Liabilities. Upon the Effective Date, the separate existence of STAC shall cease; all of the outstanding shares of stock of STAC shall be exchanged for and converted into one Class B membership Unit of StarTrak, and upon the filing of the Plan of Merger with the Arizona Corporation Commission and a Certificate of Merger with the Secretary of State of the State of Delaware, StarTrak shall possess all the rights, privileges, immunities, powers, and purposes, and all the property, real and personal, causes of action, and every other asset of STAC, a well as its own, and shall assume and be liable for all the liabilities, obligations, and penalties of STAC, as well as its own, in accordance with Section 10-1106 of the Arizona Revised Statutes and Section 18-209 of Title 6 of the Delaware Limited Liability Act.
Transfer of Property and Liabilities. Upon the Effective Date ------------------------------------ (as defined in Section 1.1 hereof) of the merger, the separate corporate ----------- existence of Target shall cease; all of the outstanding shares of stock of Target shall be exchanged for and converted into shares of stock of Parent, as hereinafter provided. Upon the filing of this Agreement, certified as to the requisite stockholder approval, with the Secretary of State of the State of Delaware and Articles of Merger with the Secretary of State of the State of Washington, the Subsidiary of the Surviving Corporation shall possess all the rights, privileges, immunities, powers, and purposes, and all the property, real and personal, causes of action, and every other asset of Target and shall assume and be liable for all the liabilities, obligations, and penalties of Target, in accordance with RCW 23B.11.060 of the Business Corporation Law of the State of Washington and Section 9 of the General Corporation Law of the State of Delaware.
Transfer of Property and Liabilities. Upon the Effective Date (as defined below) of the Merger, the separate existence of the Subsidiary shall cease; all of the outstanding shares of Xxxxx Capital Stock shall be exchanged for and converted into shares of LCNB Common Stock, as hereinafter provided; and upon the filing of the appropriate Certificate of Merger with the Secretary of State of Ohio, Xxxxx as the Surviving Corporation (the "Surviving Corporation") shall possess all of the rights, privileges, immunities, powers and purposes, and all of the property, real and personal, causes of action and every other asset of the Subsidiary, and shall assume and be liable for all of the liabilities, obligations and penalties of the Subsidiary, in accordance with the Ohio General Corporation Law ("OGCL").
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Article 3 hereof) of the merger, the separate existence of VHS Network Canada shall cease; all of the outstanding shares of stock of VHS Network Canada shall be exchanged for and converted into shares of the common stock of VHS Network and a promissory note issued by VHS Acquisition, as hereinafter provided; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, VHS Acquisition shall possess all the rights, privileges, immunities, powers and purposes, and all property, causes of action and every other asset of VHS Network Canada and shall assume and be liable for all the liabilities, obligations and penalties of VHS Network Canada, in accordance with Florida law.
Transfer of Property and Liabilities. Upon the Effective Date (as defined in Section 11 hereof), the separate existence of YuuZoo shall cease; all of the outstanding shares of stock of YuuZoo shall be exchanged for and converted into shares of common stock of Alanco, as hereinafter provided; and upon the filing of the Plan of Merger as well as Articles of Amendment and Merger with the Arizona Corporation Commission and the filing of the Plan of Merger as well as Articles of Merger with the Registrar of Corporate Affairs of the British Virgin Islands, Alanco shall possess all the rights, privileges, immunities, powers, and purposes, and all the property, real and personal, causes of action, and every other asset of YuuZoo, and shall assume and be liable for all the liabilities, obligations, and penalties of YuuZoo, in accordance with Section 10-1106 of the Arizona Revised Statutes and Section 173 of the BVI Business Companies Xxx 0000.
