The Interim Merger Clause Samples

The Interim Merger clause defines the temporary combination of two or more entities during the period between signing a merger agreement and the final consummation of the merger. Typically, this clause outlines the structure and governance of the interim entity, specifying how management decisions are made and how assets and liabilities are handled during this transitional phase. Its core function is to ensure a smooth and orderly transition by clarifying operational control and responsibilities, thereby minimizing disruption and uncertainty before the merger is fully completed.
The Interim Merger. On the effective date, Merger Sub shall be merged with and into Seller, with Seller being the surviving entity (the “Interim Merger”). The Interim Merger shall be subject to the terms and conditions of the Merger Agreement, and shall be prior in time to the proposed merger of Sound Federal Savings, a wholly-owned subsidiary of Seller, (the “Seller Bank”) with and into H▇▇▇▇▇ City Savings Bank (the “Bank”). Upon completion of the Interim Merger, the separate corporate existence of Merger Sub shall thereupon cease. Seller shall continue to be governed by the laws of the State of Delaware and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Interim Merger.
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The Interim Merger. Upon the terms and subject to the conditions of this Agreement, immediately prior to Effective Time (the “Interim Merger Effective Time”), Interim Bank shall merge with and into ▇▇▇▇▇▇▇ (the “Interim Merger”), ▇▇▇▇▇▇▇ shall survive the Interim Merger and continue to exist as a national banking association (▇▇▇▇▇▇▇, as the surviving corporation in the Interim Merger, is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Interim Bank shall cease. At the Interim Merger Effective Time: (i) The articles of association of ▇▇▇▇▇▇▇, as in effect immediately prior to the Interim Merger Effective Time, shall be the articles of association of the Surviving Corporation; (ii) The bylaws of ▇▇▇▇▇▇▇, as in effect immediately prior to the Interim Merger Effective Time, shall be the bylaws of the Surviving Corporation; (iii) Each individual serving as a director of ▇▇▇▇▇▇▇ immediately prior to the Interim Merger Effective Time shall become a director of the Surviving Corporation; and (iv) Citizens will become the sole holder and owner of all ▇▇▇▇▇▇▇ Common Shares outstanding at Interim Merger Effective Time, and the holders and owners of ▇▇▇▇▇▇▇ Common Shares immediately prior to the Interim Merger Effective Time shall be deemed to have exchanged all their rights in the ▇▇▇▇▇▇▇ Common Shares for the rights, benefits, and consideration described in Article III hereof.
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The Interim Merger. (a) Subject to the terms and conditions of this Agreement and in accordance with the applicable laws and regulations of the United States of America and the Commonwealth of Pennsylvania, on the Effective Date: (i) NPB Interim Bank shall merge with and into HomeTowne; (ii) the separate existence of NPB Interim Bank shall cease; (iii) HomeTowne shall be the surviving bank in the Interim Merger (the "Interim Surviving Bank") and a wholly-owned subsidiary of NPB; and (iv) all of the property (real, personal and mixed), rights, powers, duties, obligations and liabilities of NPB Interim Bank shall be taken and deemed to be transferred to and vested in HomeTowne, as the Interim Surviving Bank, without further act or deed. (b) Interim Surviving Bank's Name and Business. The name of the Interim Surviving Bank shall be "HomeTowne Heritage Bank". The business of the Interim Surviving Bank shall be that of a Pennsylvania bank, and it shall be conducted by the Interim Surviving Bank at its main office which shall be located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Way, Lancaster, Pennsylvania 17605 and at its legally established branches. (c) Interim Surviving Bank's Articles of Association and Bylaws. (i) On and after the Effective Date, the articles of association of the Interim Surviving Bank shall read in their entirety as set forth on HomeTowne Disclosure Schedule 1.02 (c) attached hereto and made a part hereof, until changed in accordance with applicable law, such articles of association, and the Interim Surviving Bank's bylaws. (ii) On and after the Effective Date, the bylaws of the Interim Surviving Bank, as set forth on HomeTowne Disclosure Schedule 1.02(c), shall automatically be and remain the bylaws of the Interim Surviving Bank, until changed in accordance with applicable law, the Surviving Bank's articles of association, and such bylaws.
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The Interim Merger. On the terms and subject to the conditions set forth herein, and in accordance with the DGCL, at the Interim Effective Time the Interim Merger Sub shall be merged with and into the Company, whereupon the separate existence of the Interim Merger Sub shall cease, and the Company shall continue as the surviving entity (as such, the “Interim Surviving Entity”) and as a wholly owned Subsidiary of the Buyer. At the Interim Effective Time, the Interim Surviving Entity shall succeed to and assume all the rights and obligations of the Interim Merger Sub and the Company in accordance with the DGCL. At the Interim Effective Time, the Interim Merger shall have the effects specified in the DGCL.
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Related to The Interim Merger

  • Second Merger (a) Parent shall take all actions necessary to: (i) promptly following the date of this Agreement, form Second Merger Sub, (ii) cause Merger Sub and Second Merger Sub to perform their obligations contemplated by this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement and (iii) ensure that neither Merger Sub before the Effective Time nor Second Merger Sub prior to the Second Effective Time will conduct any business, incur or guarantee any indebtedness or any other liabilities or make any investments, other than those activities incident to their respective obligations under this Agreement or the transaction contemplated hereby. (b) Parent shall take all actions necessary to cause, following the date of this Agreement but prior to the consummation of the Mergers, the Board of Directors of Second Merger Sub to (i) determine that the Mergers contemplated hereby (including the Second Merger) are fair to and in the best interests of the sole stockholder of Second Merger Sub, (ii) approve, adopt and declare advisable this Agreement and the Mergers contemplated hereby (including the Second Merger), (iii) direct that this Agreement (including the Second Merger) be submitted for approval and adoption by the sole stockholder of Second Merger Sub and (iv) recommend the approval and adoption of this Agreement (including the Second Merger) by the sole stockholder of Second Merger Sub. (c) Parent shall take all actions necessary to cause, immediately following the consummation of the Merger on the terms and conditions set forth in this Agreement, the Surviving Corporation to be merged with and into Second Merger Sub (the “Second Effective Time”), following which the separate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). At the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Certificate of Merger with respect to the Second Merger and the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Second Merger Sub and Surviving Corporation shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Surviving Corporation to be performed after the Second Effective Time.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Effective Time of Merger This Merger Agreement, or a Certificate of Ownership and Merger setting forth the information required by, and otherwise in compliance with, Section 253 of the General Corporation Law of the State of Delaware with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Delaware. This Merger Agreement, or Articles of Merger setting forth the information required by, and otherwise in compliance with, Article 5.16 of the Texas Business Corporation Act with respect to the Merger, shall be delivered for filing with the Secretary of State of the State of Texas. The Merger shall become effective upon the later of (i) the day and at the time the Secretary of State of the State of Delaware files such Certificate of Ownership and Merger, and (ii) the day and at the time the Secretary of State of the State of Texas files such Articles of Merger (the time of such effectiveness is herein called the "Effective Time"). Notwithstanding the foregoing, by action of its Board of Directors, either of NewSub2 or AssetCo may terminate this Merger Agreement at any time prior to the filing of the Certificate of Ownership and Merger with respect to the Merger with Secretary of State of the State of Delaware and the Articles of Merger with respect to the Merger with Secretary of State of the State of Texas.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).