Structure of the Merger. On the Effective Date (as ----------------------- defined in Section 7.1), Bayonne will merge with and into RCFC ("Merger"), with RCFC being the surviving entity, pursuant to the provisions of, and with the effect provided in, the Delaware General Corporation Law ("DGCL"). Upon consummation of the Merger, the separate corporate existence of Bayonne shall cease. RCFC shall continue to be governed by the laws of the State of Delaware and its name and separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. From and after the Effective Time, RCFC shall possess all of the properties and rights and subject to all of the liabilities and obligations of Bayonne, all as more fully described in the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp), Merger Agreement (Richmond County Financial Corp)