Common use of At the Effective Date Clause in Contracts

At the Effective Date. (1) The constituent entities shall be a single entity, which shall be MCORP, the entity designated herein as the surviving entity. (2) The separate existence of Rampart shall cease. (3) MCORP shall thereupon and thereafter possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties of each constituent entity; and all the singular, the powers and franchises of each constituent entity, and all property, real, personal and mixed, and all debts due to either constituent entity on whatever account, as well for stock subscriptions as all other things in action or belonging to each constituent entity shall be vested in MCORP; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of MCORP as they were of the respective constituent entities, and the title to any real estate vested by deed or otherwise in either constituent entity shall not revery or be in any way impaired by reason of the merger; but all rights of creditors and all liens upon any property of either constituent entity shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to MCORP (the surviving entity) and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding whether civil, criminal or administrative, pending by or against either constituent entity shall be prosecuted as if the merger had not taken place, or MCORP (the surviving entity) may be substituted in such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of Rampart and the Rampart Shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of MCORP (as the surviving entity) and shall be as effective and binding thereon as the same were with respect to Rampart. (5) The assets, liabilities, reserves and accounts of each constituent entity shall be recorded on the books of MCORP at the amounts at which they, respectively, shall then be carried on the books of such constituent entity subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the merger.

At the Effective Date. (1) The constituent entities shall be a single entity, which shall be MCORPCAPITAL, the entity designated herein as the surviving entity. (2) The separate existence of Rampart Newport shall cease. (3) MCORP CAPITAL shall thereupon and thereafter possess all the rights, privileges, powers and franchises as well as of a public as of a private nature, and be subject to all the restrictions, disabilities and duties of each constituent entity; and all the singular, the powers and franchises of each constituent entity, and all property, real, personal and mixed, and all debts due to either constituent entity on whatever account, as well as for stock subscriptions as and all other things in action or belonging to each constituent entity shall be vested in MCORPCAPITAL; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of MCORP CAPITAL as they were of the respective constituent entities, and the title to any real estate vested by deed or otherwise in either constituent entity shall not revery or be in any way impaired by reason of the merger; but all rights of creditors and all liens upon any property of either constituent entity shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent entities shall thenceforth attach to MCORP CAPITAL (the surviving entity) and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding whether civil, criminal or administrative, pending by or against either constituent entity shall be prosecuted as if the merger had not taken place, or MCORP CAPITAL (the surviving entity) may be substituted in such action or proceeding. (4) All corporate acts, plans, policies, contracts, approvals and authorizations of Rampart Newport and the Rampart Newport Shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents, which were valid and effective immediately prior to the Effective Date shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of MCORP CAPITAL (as the surviving entity) and shall be as effective and binding thereon as the same were with respect to RampartNewport. (5) The assets, liabilities, reserves and accounts of each constituent entity shall be recorded on the books of MCORP CAPITAL at the amounts at which they, respectively, shall then be carried on the books of such constituent entity subject to such adjustments or eliminations of intercompany inter-company items as may be appropriate in giving effect to the merger.