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 Section 11 hereof) of the merger, the separate existence of Subsidiary shall cease; all of the outstanding shares of stock of LCS 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 Sentry Shares; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, Sentry 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. 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 Riviera as hereinafter provided; and upon the filing of a Certificate of Merger with the Secretary of State of the State of Florida, Riviera 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 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 shares of the
Transfer of Property and Liabilities. Upon the Effective Date (as defined below) of the Merger, the separate existence of Subsidiary shall cease; all of the outstanding shares of Imageware Capital Stock shall be exchanged for and converted into the right to receive a portion of the Merger Consideration as determined in accordance with the Articles of Incorporation of Imageware in effect immediately prior to the Effective Date, as further provided in Section 3.1; and upon the filing of the appropriate Certificate of Merger with the Secretary of State of Michigan, title to all real estate and other property and rights owned by each of Imageware and Subsidiary shall be vested in the Surviving Corporation (as defined below) without reversion or impairment and the Surviving Corporation shall have all liabilities of each of Imageware and Subsidiary, all in accordance with Section 450.1724 the Michigan Business Corporation Act. As used in this Agreement, the term "Surviving Corporation" shall mean Imageware, as the surviving corporation in the Merger.
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. 1.3.1 Continucare and Purchaser hereby acknowledge and agree that all Accounts Receivable for services rendered by Maxicare prior to or on the Closing, shall remain the sole and exclusive property of Continucare. For purpose of this Agreement, the term Accounts Receivable shall include all services rendered by Maxicare to patients on or before the Closing, whether those services have been billed or are yet to be billed as of the Closing. At the Closing, Maxicare shall provide Continucare with a duly executed assignment for all the Accounts Receivable in form and substance acceptable to Continucare. Purchaser, Cxxx and Cxxxxx shall provide reasonable assistance to Continucare in identifying the Accounts Receivable, billing for those services that have not been billed as of the Closing and collecting the Accounts Receivable; provided, however, that neither Purchaser, Cxxx, Cxxxxx nor Maxicare shall have authority to compromise or settle any Account Receivable for less than the full amount or commence any legal action with respect thereto. From and after the Closing, Purchaser, Maxicare, Cxxx and Cxxxxx shall each also promptly remit to Continucare any payments that they may receive in respect of all Accounts Receivable for services rendered by Maxicare prior to or on the Closing. Following the Closing, Purchaser shall provide Maxicare with sufficient capital to permit Maxicare to meet its obligations to its creditors notwithstanding the assignment of the Accounts Receivable to Continucare.
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.
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").
