Common use of Merger Effective Time Clause in Contracts

Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ascent Entertainment Group Inc), Agreement and Plan of Merger (Associated Group Inc)

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Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed as soon as practicable after concurrently with or immediately following the Closing.

Appears in 2 contracts

Samples: Iii 5 Agreement and Plan of Merger (Liberty Media Corp /De/), Iii 5 Agreement and Plan of Merger (Video Services Corp)

Merger Effective Time. At the Effective Time and subject to and upon ---------------------- the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed concurrently with or as soon as practicable after the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Four Media Co), Agreement and Plan of Merger (Liberty Media Corp /De/)

Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Parent and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed as soon as practicable after on the ClosingClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Steelcloud Inc)

Merger Effective Time. At the "Effective Time Time" (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law ("DGCL"), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the Surviving Entitysurviving corporation. The Effective Time shall occur upon the filing with the Delaware Secretary of State of the State a certificate of Delaware a Certificate of Merger merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and substance reasonably satisfactory to Parent and Company Stockholder and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Parent and the Company Stockholder and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed with the Delaware Secretary of State on the Closing Date, at, or as soon as practicable after after, the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solutionsamerica Inc)

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Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and the Parent Parties shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty the Parent Parties and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wink Communications Inc)

Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Parent and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed as soon as practicable after the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Actv Inc /De/)

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