Effects of the Merger Sample Clauses
The "Effects of the Merger" clause defines the legal and practical consequences that occur once a merger between two or more entities is completed. It typically outlines how assets, liabilities, contracts, and obligations of the merging companies are transferred or consolidated, and may specify changes in ownership, management, or corporate structure. This clause ensures all parties understand the immediate and long-term outcomes of the merger, providing clarity and reducing the risk of disputes regarding the post-merger status of the involved entities.
POPULAR SAMPLE Copied 2 times
Effects of the Merger. The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Effects of the Merger. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.
Effects of the Merger. The Merger shall have the effects set forth in Section 259 of the DGCL.
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the DGCL.
Effects of the Merger. The Merger shall have the effects provided in this Agreement and as set forth in the applicable provisions, including Section 259, of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the MGCL. 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 and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, duties and obligations of the Company and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation.
Effects of the Merger. (a) At the Effective Time (i) Saratoga shall be merged with and into SJNB and the separate corporate existence of Saratoga shall cease, (ii) the Articles of Incorporation of SJNB as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, (iii) the By-laws of SJNB as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, (iv) the directors of SJNB at the Effective Time shall be the directors of the Surviving Corporation (except that the Board of Directors of SJNB shall take all necessary action to appoint ▇▇▇▇▇▇▇ ▇. Mount and four other representatives of Saratoga (collectively, the "Saratoga Designees"), mutually acceptable to SJNB and Saratoga, to serve on the Surviving Corporation's board of directors as of and after the Effective Time, with three of such Saratoga Designees to serve as Class I Directors and one each of such Saratoga Designees to serve as a Class II Director and a Class III Director of SJNB, such Saratoga Designees to serve as directors until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; provided, however, that ▇▇▇▇▇▇▇ ▇. Mount shall remain a director of SJNB following any termination of his employment with SJNB or its Subsidiaries; provided further that the Board of Directors of SJNB or the nomination committee thereof shall nominate and recommend the election of each of the five Saratoga Designees for reelection as directors of SJNB at the conclusion of the term of their respective director class as necessary in order that each such Saratoga Designee shall serve as an SJNB director for at least three years after the Effective Time; provided further, however, that in the event any such Saratoga Designee resigns, is removed (other than by a vote of the shareholders of SJNB) or otherwise terminates service, the remaining Saratoga Designees may select a former Saratoga director as his or her replacement and SJNB shall nominate for election such replacement so selected to serve as a director of SJNB for at least the remainder of the term of the Saratoga Designee being replaced (as such term may be required to be extended as provided in the second proviso above)), (v) the officers of SJNB immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respect...
Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the 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 Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.
Effects of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of Seller and Purchaser, as provided under Section 259 of the DGCL.