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.
Appears in 2 contracts
Sources: Merger Agreement (Family Golf Centers Inc), Merger Agreement (Metrogolf Inc)
Certain Effects of the Merger. At the Effective Time, the Surviving Corporation shall thereafter, consistently with its articles certificate 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 beshall, from and after the Effective Time, be the initial 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 Certificate of Incorporation and By-laws.
Appears in 1 contract
Sources: Merger Agreement (Startt Acquisition Inc & Startt Acquisition LLC)