The Acquisition Merger. On the terms and subject to the conditions of this Agreement and in accordance with the MBCA, at the Acquisition Merger Effective Time (as defined in Section 2.2), Merger Sub 1 shall merge with and into the Company, the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation in the Acquisition Merger as a wholly owned Subsidiary of Nanometrics Delaware. The Company, in its capacity as the corporation surviving the Acquisition Merger, is hereinafter sometimes referred to as the "Surviving Corporation").
The Acquisition Merger. Subject to the terms and conditions of this Agreement, in accordance with the DGCL, at the Effective Time (as defined in Section 2.2 hereof), Berlin Mergerco shall merge with and into Banknorth Delaware. Banknorth Delaware shall be the surviving corporation (hereinafter sometimes referred to as the “Surviving Corporation”) in the Acquisition Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Acquisition Merger, the separate corporate existence of Berlin Mergerco shall terminate.
The Acquisition Merger. Subject to the terms and conditions of this Agreement and of the Agreement of Merger attached hereto as Exhibit C (the "Acquisition Agreement of Merger"), at the Acquisition Effective Time (as defined below), Merger Sub shall be merged with and into Company Sub in a transaction intended to qualify as a recapitalization for financial accounting purposes and the separate corporate existence of Merger Sub shall thereupon cease. Company Sub shall be the surviving corporation in the Acquisition Merger (sometimes hereinafter referred to as the "Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware, and the separate corporate existence of Company Sub with all its rights, privileges, immunities and franchises shall continue unaffected by the Acquisition Merger. The Acquisition Merger shall have the effects specified in the DGCL.
The Acquisition Merger. Upon the terms and subject to the conditions set forth in this Agreement, at 8:02am New York City time on the date immediately following the SPAC Merger Closing Date (the “Acquisition Merger Effective Time”), Merger Sub shall be merged with and into the Company in the Acquisition Merger (the “Acquisition Merger Closing”). Following the Acquisition Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Subsidiary Company. The date on which the Acquisition Merger Closing occurs is referred to herein as the “Acquisition Merger Closing Date.”
The Acquisition Merger. SECTION 3.1 The Acquisition Merger; Filing and Effective Time of the Acquisition Merger..................... 6 SECTION 3.2 Closing.............................................. 6 SECTION 3.3 Effects of the Acquisition Merger.................... 6 SECTION 3.4 Certificate of Incorporation; By Laws................ 6 SECTION 3.5
The Acquisition Merger. Filing and Effective Time of the -------------------------------------------------------- Acquisition Merger. (a) Upon the terms and subject to the conditions of this ------------------ Agreement and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time of the Acquisition Merger (as defined in Section ---- 3.1(b)), Acquisition shall be merged with and into Parent. As a result of the Acquisition Merger, the separate corporate existence of Acquisition shall cease and Parent shall be the surviving corporation following the effectiveness of the Acquisition Merger.
The Acquisition Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Acquisition Merger Effective Time, Merger Sub shall be merged with and into the Company in the Acquisition Merger. Following the Acquisition Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Subsidiary Corporation and a wholly owned subsidiary of the Surviving Corporation.
The Acquisition Merger. Subject to the terms and conditions of this Agreement and the Plan of Merger, Acquisition Subsidiary will merge with and into Seller, with Seller being the surviving corporation, pursuant to the provisions of, and with the effect provided in the MBCL. The Plan of Merger provides for the terms and conditions of the Acquisition Merger, including but not limited to the conversion and exchange of Seller Common Stock for Buyer Common Stock, all of which are incorporated herein and made a part of this Agreement by this reference whether or not the Plan of Merger is executed on or subsequent to the date hereof.
The Acquisition Merger. 1 SECTION 2.1
The Acquisition Merger. After consulting with its counsel and auditors regarding the meaning of and factual support for the following representations, the undersigned hereby certifies and represents to Rudnxxx & Xolfx xxx Pipex & Xarbxxx, X.L.P. with respect to the Acquisition Merger that the following facts are now true and will continue to be true through and as of the Effective Time:
