Effect of the Acquisition Sample Clauses
The "Effect of the Acquisition" clause defines the legal and practical consequences that result from the completion of an acquisition transaction. It typically outlines how ownership of assets, liabilities, contracts, and obligations will transfer from the seller to the buyer, and may specify any changes to the rights or responsibilities of the parties involved. For example, it might clarify that all employees, intellectual property, or outstanding debts are assumed by the acquiring entity. This clause ensures both parties understand the immediate and ongoing impacts of the acquisition, thereby reducing uncertainty and potential disputes regarding what is included in the transaction.
Effect of the Acquisition. From and after the Effective Time, (i) Sino Pharmaceuticals shall continue its corporate existence as a British Columbia, Canada corporation and shall be a wholly owned subsidiary of SinoPharm; (ii) the articles of incorporation and bylaws of SinoPharm in effect immediately prior the Effective Time shall continue to be its articles of incorporation and bylaws until amended or repealed in a manner provided by law; and (iii) each of the directors and officers of SinoPharm in office immediately prior to the Effective Time shall become the directors and officers of SinoPharm, if they have not resigned as of the Effective Time, until their respective successor are duly elected or appointed.
Effect of the Acquisition. At the Effective Time, the effect of the Acquisition shall be as provided in the applicable provisions of Nevada law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Merger Sub and Innolog shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Merger Sub and Innolog shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Effect of the Acquisition. At the Effective Time the effect of the Acquisition as shall be as provided herein and as set forth in the Nevada Act and the Florida Act, without limiting the generality of the foregoing and subject thereto, as of the Effective Time, all rights, powers, privileges, franchises, licenses and permits of the Constituent Corporations and all property, real, personal and mixed, shall be vested in the Surviving Corporation; and all debts, duties, liabilities and claims of every kind, character and description of the Constituent Corporations shall be debts, duties, liabilities and claims of the Surviving Corporation and may be enforced against the Surviving Corporation to the same extent as if such debts, duties, liabilities and claims had been incurred by it originally. All rights of creditors of the Constituent Corporations and all liens upon property of any Constituent Corporation shall be preserved unimpaired and shall not be altered in any way by reason of the Acquisition.
Effect of the Acquisition. At the Effective Time, the effect of the Acquisition shall be as provided in this Agreement and the applicable provisions of the OGCA.
Effect of the Acquisition. At the Effective Time, the effect of the Acquisition shall be as provided in the applicable provisions of Nevada Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of Seller’s right, title and interest in the License Agreement shall continue with, or vest in, MDEX, and all of the debts, liabilities and duties of the Seller, shall continue to be the debts, liabilities and duties of the Seller, except for those of Seller’s debts which are being assumed by MDEX on the Closing Date, as expressly set forth on Schedule 2.
Effect of the Acquisition. At the Effective Time, the effect of the Acquisition shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company shall continue with, or vest in, as the case may be, HUWX and the Operating Company, and all debts, liabilities and duties of the Company shall continue to be, or become, as the case may be, the debts, liabilities and duties of the Operating Company.
Effect of the Acquisition. At and after the Closing, Company shall continue as a separate corporate entity and as a wholly owned subsidiary of UEEC, all of the business, property, rights, privileges, powers and franchises of Epic and all debts, liabilities and duties of Epic, shall be transferred to and continue in the Company.
Effect of the Acquisition. Upon the Acquisition Closing, HTSC shall be the owner of all the issued and outstanding shares of Emcore and shall have all the property, rights, privileges, obligations, franchises, customer lists, trademarks, servicemarks, tradenames, licenses, software and hardware related technology and other assets of every kind of description of Emcore. Upon the Acquisition Closing, Emcore may continue to be operated as a wholly owned subsidiary, or may be merged with HTSC, as may be determined at the time of the Acquisition Closing or afterwards.
Effect of the Acquisition. The entry into and performance of this agreement and all other Acquisition Documents will not:
43.1 conflict with, or result in a breach of, or give rise to an event of default under, or require the consent of or the giving of notice to any Person under any Contract or Licence held by any Group Company, under any applicable laws (so far as the Seller is aware), judgment or order of any Authority to which any Group Company is a party or is subject;
43.2 give rise to a right for, or so far as the Seller is aware, result in the termination of, or enable any Person to terminate or alter the terms of, any Contract or Licence held by any Group Company;
43.3 give rise to a right for any Person to terminate or, so far as the Seller is aware, result in any Group Company losing the benefit of any Licence or any asset, right or privilege which it now enjoys;
43.4 relieve any Person from any obligation to, or restriction benefiting, any Group Company or any Group Company’s assets, or enable any Person to determine any such obligation or restriction or to alter its terms;
43.5 enable any Person to exercise a right in respect of any Group Company;
43.6 result in the creation, imposition, crystallisation or enforcement of any Encumbrance affecting any of the assets, undertaking or goodwill of any Group Company; or
43.7 so far as the Seller is aware, result in any Key Customer or Key Supplier ceasing to deal with any Group Company, or dealing with any Group Company on a materially smaller scale or on materially less advantageous terms; or
43.8 so far as the Seller is aware, adversely affect the goodwill of any Group Company.
Effect of the Acquisition. At the Effective Time, Buyer shall become the owner of all of the issued and outstanding capital stock of BankSouth and BankSouth shall become a wholly-owned subsidiary corporation of Buyer, all without any further action, corporate or otherwise, on the part of Buyer or BankSouth or Citizens Bank, or any of BankSouth's respective shareholders of either the Common Stock or the Preferred Stock. None of the Common Stock Shareholders of BankSouth shall have any further rights in such shares of