the transfer of rights and obligations of the merging companies to their legal successor
the transfer of rights and obligations of the merging companies <company 1> and <company 2> to their legal successor <company 2>.
I am not sure I know which company diese is referring to..
entered into their rights an obligations -
Agreement and Plan of Conversion and Termination to effect conversion of each portfolio of a Massachusetts Business Trust (Portfolio) into a series of a Delaware Business Trust (Successor Portfolio) of same name Each such conversion will involve transfer by a Portfolio to a corresponding Successor Portfolio of all assets of such Portfolio in exchange for assumption by such Successor Portfolio of all liabilities of such Portfolio and issuance of shares of beneficial interest in such Successor Portfolio, followed by constructive distribution of such Successor Portfolio Shares to holders of shares of beneficial interest in such Portfolio.
Conversion - while not specifically relevant, so well worded that I am adding it here.
Agreement of Merger for (a) merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist)...
The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986 (See Page 12-1384JF)
Agreement of Merger for conversion of two corporations into wholly owned subsidiaries of new corporation ("Holding Company") by merger of one of such corporations with subsidiary of Holding Company and merger of other corporation with different subsidiary of Holding Company .
Agreement of Merger for merger of corporation ("Disappearing Company") with wholly-owned subsidiary of unrelated company ("Acquiring Company") and conversion of common stock held by Disappearing Company stockholders into right to receive payment for their shares in three phases as follows: (a) on effective date, Disappearing Company stockholders will receive cash, Acquiring Company stock or combination of cash and Acquiring Company stock (as they elect) in amount equal to $13.8167 per share of Disappearing Company stock, (b) on Payment date they will receive supplemental payment of cash and/or Acquiring Company stock equal to $8.374 per share of Disappearing Company stock plus accrued interest on such amount for period from effective date through Payment date, plus (or minus) amount by which Disappearing Company's book value per share increases (or decreases) from stated date through effective date...
Note added at 2002-10-23 16:11:00 (GMT)
<Company 2> as the legal successor assumes all rights and obligations of both companies..
This appointment shall be binding upon any person or corporation which as successor acquires
the Company’s assets or assumes its liabilities, by merger or consolidation or otherwise. This
appointment may be withdrawn only upon a written notice of termination and, in any event, shall
not be terminated by the Company or its successor so long as any contracts or liabilities or duties
arising out of contracts entered into by the Company while it was doing business in this State are
And the said Company does hereby further agree and stipulate that it will and hereby does accept
a license from the State of Minnesota in compliance with and according to the provisions of the
laws of said State of Minnesota, regulating and concerning insurance companies or associations
of the kind and character of said Company.
IN WITNESS WHEREOF, the said Company, in accordance with a resolution of
its Board of Directors duly passed on _________________________ (date)
(a certified copy of which is hereto attached), has to these presents affixed
SEAL its corporate seal and caused the same to be subscribed and attested by its
President and Secretary, at the city of _____________________________
in the State of ____________________, on _________________(date).
President’s Signature Secretary’s Signature
Print President’s Name Print Secretary’s Name
State of ________________________}
County of _______________________}
This instrument was acknowledged before me on ____________________________ (date) by
__________________________ and ____________________________ (names of persons) as
President and Secretary, respectively, of the above-named Company.