Effects of Merger. The Merger shall have the effects set forth in Section 259 of the DGCL.
Effects of Merger. The Merger shall have the effects provided in this Agreement and as set forth in the DGCL.
Effects of Merger. At the Effective Time, NewSub2, without further action, as provided by the laws of the State of Delaware and the State of Texas, shall succeed to and possess all the rights, privileges, powers, and franchises, of a public as well as of a private nature, of AssetCo; and all property, real, personal and mixed, and all debts due on whatsoever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to AssetCo shall be deemed to be vested in NewSub2 without further act or deed; and the title to any real estate, or any interest therein, vested in NewSub2 or AssetCo shall not revert or be in any way impaired by reason of the Merger. Such transfer to and vesting in NewSub2 shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of merger or consolidation by law or express provision in any contract, agreement, decree, order, or other instrument to which NewSub2 or AssetCo is a party or by which either of them is bound. At and after the Effective Time, NewSub2 E-19 114 shall be responsible and liable for all debts, liabilities, and duties of AssetCo, including franchise taxes, if any, which may be enforced against NewSub2 to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it. Neither the rights of creditors nor any liens upon the property of AssetCo or NewSub2 shall be impaired by the Merger.
Effects of Merger. From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and Section 109(2) of the Bermuda Companies Act.
Effects of Merger. The Merger shall have the effects provided in this Agreement and as set forth in the applicable provisions, including Section 259, of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Effects of Merger. (a) From and after the Merger Time and until further altered or amended in accordance with applicable law: (i) all of the rights, privileges, immunities, powers, franchises and authority—both public and private—of Company and Merger Subsidiary shall vest in the Surviving Company; (ii) all of the assets and property of Company and Merger Subsidiary of every kind, nature and description—real, personal and mixed, and both tangible and intangible—and every interest therein, wheresoever located, including without limitation all debts or other obligations belonging or due to Company or Merger Subsidiary, all claims and all causes of action, shall be vested absolutely and unconditionally in the Surviving Company; and (iii) all debts and obligations of Company and Merger Subsidiary, all rights of creditors of Company or Merger Subsidiary and all liens or security interests encumbering any of the property of Company or Merger Subsidiary shall be vested in the Surviving Company and shall remain in full force and effect without modification or impairment and shall be enforceable against the Surviving Company and its assets and properties with the same full force and effect as if such debts, obligations, liens or security interests had been originally incurred or created by the Surviving Company in its own name and for its own behalf. Without limiting the generality of the foregoing, the Surviving Company specifically assumes all continuing obligations which Company or Merger Subsidiary would otherwise have to indemnify its officers and directors, to the fullest extent currently provided in the Surviving Company’s certificate of incorporation, bylaws and pursuant to the NRS and the Companies Ordinance and Subsidiary Legislation of the Turks and Caicos Islands, with respect to any and all claims arising out of actions taken or omitted by Company’s officers and directors prior to the Merger Time.
(b) Each of Parent, Company and Merger Subsidiary shall use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS at the Merger Time. If, at any time after the Merger Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either Company or Merger Subsidiary, the officers of Parent, and the officers of Surviving Company o...
Effects of Merger. When the Merger becomes effective, the separate existence of SuperYachts Holdings Inc. shall cease, SuperYachts Holdings Inc. shall be merged into Mentor, 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.
Effects of Merger. The Merger shall have the effects set forth in Section 259 of the Delaware General Corporation Law (the "DGCL").
Effects of Merger. (a) From and after the Effective Time and until further amended in accordance with law, (i) the Certificate of Incorporation of FGH as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Company, and (ii) the Bylaws of FGH as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company.
(b) Pacific, FGH and Pacific Merger Corp, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the TBOC at the Effective Time. If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights and privileges of either FGH or Pacific Merger Corp, the officers of the Surviving Company are fully authorized in the name of FGH and Pacific Merger Corp or otherwise to take, and shall take, all such lawful and necessary action.
(c) Subject to the provisions of Article VII and Article VIII hereof, the closing (the “Closing”) of the transactions contemplated hereby shall take place on or before September 30, 2016 (the “Closing Date”), at the offices of Xxxxxx & Xxxxx, LLP, or such other time and place as FGH and Pacific mutually agree at the earliest practicable time after the satisfaction or waiver of the conditions in Article VII, but in no event later than ten (10) business days after all such conditions have been satisfied or waived, or on such other date as may be mutually agreed by the parties hereto. On the Closing Date, or as soon thereafter as practicable, to effect the Merger, the parties hereto will cause the Certificate of Merger to be filed with the Texas Secretary of State in accordance with the TBOC. The Merger shall be effective when the Certificate of Merger is filed with the Texas Secretary of State (the “Effective Time”). As used herein, the term “Effective Date” shall mean the date on which the Certificate of Merger is filed with the Texas Secretary of State.
Effects of Merger. The Merger shall have the effects set forth in Section 259 of the Delaware Corporation Law.
