Effects of the First Merger Sample Clauses
The 'Effects of the First Merger' clause defines the legal and practical consequences that occur once the initial merger in a transaction is completed. Typically, this clause outlines how the merging entities will combine, what happens to their assets and liabilities, and how outstanding contracts or obligations are handled post-merger. For example, it may specify that the surviving entity assumes all rights and responsibilities of the merged company, and that shareholders of the merged company receive shares or compensation as agreed. The core function of this clause is to provide clarity and certainty regarding the immediate outcomes of the merger, ensuring all parties understand the resulting changes in ownership, structure, and obligations.
Effects of the First Merger. The First Merger shall have the effects provided herein and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the First Effective Time, the Initial Surviving Corporation shall possess all of the rights, powers, privileges and franchises, and be subject to all of the Liabilities, of NV5 and Merger Sub I.
Effects of the First Merger. At and after the First Effective Time, the First Merger shall have the effects set forth in the DGCL.
Effects of the First Merger. From and after the Effective Time, the First Merger shall have the effects set forth in Section 259 of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided in this Agreement, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the First Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the First Surviving Corporation.
Effects of the First Merger. At and upon the Effective Time of the First Merger:
(a) the separate existence of Merger Sub One shall cease and Merger Sub One shall be merged with and into the Company, and the Company shall be the surviving corporation of the First Merger pursuant to the terms of this Agreement and the Certificate of Merger for the First Merger;
(b) the Certificate of Incorporation of the Company shall be amended in its entirety to read as set forth in the Certificate of Merger for the First Merger;
(c) the Bylaws of Merger Sub One shall continue unchanged and be adopted as the Bylaws of the Company in accordance with Delaware Law;
(d) the officers of Merger Sub One immediately prior to the Effective Time of the First Merger shall continue to be officers of the Company immediately after the Effective Time of the First Merger until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub One immediately prior to the Effective Time of the First Merger shall continue to be the members of the Board of Directors of the Company immediately after the Effective Time of the First Merger until their respective successors are duly elected or appointed and qualified; and
(f) the First Merger shall, from and after the Effective Time of the First Merger, have all of the effects provided by Delaware Law.
Effects of the First Merger. All rights, privileges, powers, franchises and restrictions of Monocle shall continue unaffected by the First Merger, and all property, real, personal and mixed, and all debts due to each such First Merger Constituent Corporation, on whatever account, and all choses in action belonging to each such corporation, shall become vested in Monocle and shall thereafter be the property of Monocle as they are of the First Merger Constituent Corporations, and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such First Merger Constituent Corporations shall not revert or become in any way impaired by reason of the First Merger; provided, that all Liens upon any property of either First Merger Constituent Corporation shall thereafter attach to Monocle and shall be enforceable against it to the same extent as if said Liens had been incurred or contracted by it. All of the foregoing shall be in accordance with the applicable provisions of the DGCL.
Effects of the First Merger. At the First Effective Time, the effect of the First Merger shall be as provided in Section 18-209 of the DLLCA.
Effects of the First Merger. At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions of Nevada Law and North Carolina Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Company.
Effects of the First Merger. (a) At the Effective Time and by virtue of the First Merger, the certificate of incorporation of Ryzac, Inc. shall be the amended and restated certificate of incorporation of the Initial Surviving Company until the Second Merger is consummated.
(b) At the Effective Time, the bylaws of Merger Sub I in effect immediately prior to the Effective Time shall be the bylaws of the Initial Surviving Company until the Second Merger is consummated.
(c) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (a) the directors of Merger Sub I at the Effective Time shall be the directors of the Initial Surviving Company, and (b) the officers of the Company at the Effective Time shall be the officers of the Initial Surviving Company.
Effects of the First Merger. The First Merger shall have the effects set forth in Section 13.1-721 of the VSCA.
Effects of the First Merger. Upon the terms and subject to the conditions of this Agreement, at the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party, the following shall occur:
(i) All of the limited liability company interests of Merger Sub that are issued and outstanding immediately prior to the First Effective Time shall be converted into and become limited liability company interests of the Initial Surviving Company (and the limited liability company interests of the Initial Surviving Company into which the limited liability company interests of Merger Sub are so converted shall be the only Equity Securities of the Initial Surviving Company that are issued and outstanding immediately after the First Effective Time).
(ii) All Company Units that are owned by the Company in treasury or reserved for issuance by the Company immediately prior to the First Effective Time, all Company Units that are owned by any Group Company (other than the Company), and all Company Units that are owned by Parent, Buyer, Merger Sub or any of their respective Affiliates shall be cancelled and extinguished without any conversion thereof and no amount of the Closing Stock Merger Consideration, the Aggregate Closing Cash Consideration or the Post-Closing Merger Consideration shall be allocated or paid thereto.