Terms and Conditions of Merger. The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:
Terms and Conditions of Merger. At the Effective Time of the Merger:
Terms and Conditions of Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined below), the Company shall be merged with and into Newco whereupon the separate existence of the Company shall cease (the “Reincorporation Merger”). Newco shall be the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) in the Reincorporation Merger and shall continue to be governed by the laws of the State of Delaware. The Reincorporation Merger shall have the effects specified in the DGCL and in the FBCA and the Surviving Corporation shall succeed, without other transfer, to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of the Company, and shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of the Company, including, without limitation, all outstanding indebtedness of the Company.
Terms and Conditions of Merger. The terms and conditions of the Merger are (in addition to those set forth elsewhere in this Agreement) as follows:
Terms and Conditions of Merger. The terms and conditions of the Merger (in addition to those set forth elsewhere in this Agreement and Plan of Merger) are as follows:
Terms and Conditions of Merger. At the Effective Time, pursuant to this Agreement and the Certificate of Merger, automatically and without further action:
Terms and Conditions of Merger. The Certificate of Incorporation of CAC at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with the New Jersey Business Corporation Act (the "NJBCA"). The By-laws of CAC immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation and will continue in full force and effect until amended in the manner prescribed by the NJBCA. The officers and directors of CAC immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified.
Terms and Conditions of Merger. Subject to the terms and conditions of this Plan of Bank Merger, at the Effective Time, Mxxxxxxx shall be merged with and into Monarch pursuant to the provisions of, and with the effect provided under the laws of, the United States of America. At the Effective Time, the separate existence of Marshall shall cease and Monarch as the resulting institution, shall continue unaffected and unimpaired by the Merger.
Terms and Conditions of Merger. BSD shall, pursuant to the provisions of the Florida Business Corporation Act and the Nevada Corporate Statutes, be merged with and into NeoMedia, which shall continue to exist pursuant to the laws of the State of Nevada. Upon the effective date of the merger (as set forth in paragraph 9) (the "Effective Date"), the existence of BSD shall cease. On the Effective Date, NeoMedia shall assume the obligations of BSD.
Terms and Conditions of Merger. The effective date of merger shall be the latter of date upon which the Articles of Merger are filed with the Secretaries of State of Washington and Nevada. Upon the effective date of the merger, the separate corporate existence of Metaline shall cease; title to all real estate and other property owned by Metaline or HuntMountain shall be vested in HuntMountain without reversion or impairment; and the HuntMountain shall have all liabilities of Metaline and HuntMountain. Any proceeding pending by or against Metaline or HuntMountain may be continued as if such merger did not occur, or the Surviving Corporation may be substituted in the proceeding for Metaline.
