Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.
Certain Effects of the Merger. When the Merger becomes effective, the separate existence of 24x7 shall cease, 24x7 shall be merged into DGBI, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public or private nature, and shall be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular, the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of the Constituent Corporations shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively as possible the property of the Surviving Corporation as they were of the several and respective Constituent Corporations; and the title to any real estate vested by deed or otherwise, under the laws of any jurisdiction, in either of the Constituent Corporations, shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Certain Effects of the Merger. At and as of the Effective Time, (a) the Company will be merged with and into Apple in accordance with the provisions of the BCA, (b) the Company will cease to exist as a separate legal entity, (c) Apple will be the Surviving Corporation and, as such, will, all with the effect provided by the BCA, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Apple and (ii) be governed by the laws of the State of Delaware, (d) the Charter Documents of Apple then in effect will become and thereafter remain (until changed in accordance with (i) the applicable law (in the case of the articles of incorporation) or (ii) its terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (e) the board of directors of Apple immediately prior to the Effective Time will be the board of directors of the Surviving Corporation, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Delaware and the Charter Documents of the Surviving Corporation, and (f) the officers of Apple immediately prior to the Effective Time will be the respective officers of the Surviving Corporation, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.
Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the DGCL, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 1,000 shares, par value $1.00 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the DGCL, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Delaware, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law, in the case of the articles of incorporation or (ii) their terms, in the case of the bylaws) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Persons named in Schedule 2.03, and those Persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Delaware and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those Persons will serve in each office specified for that Person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that Person's successor is duly elected to, and, if necessary, qualified for, that office.
Certain Effects of the Merger. From and after the Effective Time, the Surviving Corporation shall (a) possess all the rights, privileges, powers and franchises, of a public or of a private nature, of the Constituent Corporations, (b) be subject to all restrictions, disabilities, liabilities and duties of each of Santa Lucia and MSGI, all with the effect and to the extent provided in the BCA and (c) continue its corporate existence as a Utah corporation.
Certain Effects of the Merger. The Merger shall have the effects set forth in Article 7-80-1004 of the CLLC.
Certain Effects of the Merger. At and as of the Effective Time:
Certain Effects of the Merger. The Merger shall have the effects set forth in Article 5.06 of the TBCA.
Certain Effects of the Merger. At the Effective Time, the Surviving Corporation shall thereafter, consistently with its articles of incorporation as altered by the Merger, possess all the rights, privileges, immunities, powers and purposes, and assume and be liable for all the liabilities, obligations and penalties, of each of Acquisition and MGI (sometimes hereinafter referred to as the "Constituent Corporations"); and all property, real and personal, causes of action and every other asset of each of the Constituent Corporations shall vest in the Surviving Corporation without further act or deed. The directors and officers of Acquisition immediately prior to the Effective Time shall be, from and after the Effective Time, the directors and officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and By-laws.
Certain Effects of the Merger. At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Pennsylvania Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles
