The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Timberland Co), Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Gordmans Stores, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 13 contracts
Samples: Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Agreement, Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Section 259 of the DGCL.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Great Elm Group, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Providence Service Corp), Agreement and Plan of Merger (Entellus Medical Inc)
The Merger. Upon At the Effective Time, and on the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub Company shall be merged with and into the Company. As a result of the MergerMerger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation. Merger Sub, as the surviving corporation of after the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Psychiatric Solutions Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time Time, (as defined below), a) Merger Sub shall be merged with and into the Company. As a result of the Merger, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation Surviving Corporation and (c) the Surviving Corporation shall become a wholly owned Subsidiary of the Merger (the “Surviving Corporation”)Parent.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (RiverRoad Capital Partners, LLC), Agreement and Plan of Merger (Sagrera Ricardo A.), Agreement and Plan of Merger (Lewis & Clark Ventures I, LP)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall will continue as the surviving corporation Surviving Corporation. The Merger shall be effected under Section 251(h) of the Merger (DGCL as soon as practicable following the “Surviving Corporation”)consummation of the Offer.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Covanta Holding Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Tribune Media Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result Company at the Effective Time of the MergerMerger (as defined in Section 1.3). Also at the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Mount Knowledge Holdings, Inc.), Agreement and Plan of Merger (Oro Capital Corporation, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Acquisition Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the provisions of the DGCL (including Section 251(h) of the DGCL), at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger (MyoKardia, Inc.), Agreement and Plan of Merger (Spectranetics Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (BakerCorp International, Inc.), Agreement and Plan of Merger (United Rentals North America Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Forest Laboratories Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation in the Merger (the “Surviving Corporation”)Merger.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Zhongpin Inc.), Agreement and Plan of Merger (Zhongpin Inc.), And Restated Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of Company in accordance with the MergerDGCL, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 7 contracts
Samples: Distribution Agreement (Gartner Group Inc), Distribution Agreement (Ims Health Inc), Agreement and Plan of Merger (Unitrin Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Michael Foods Inc/New), Agreement and Plan of Merger (Pilgrims Pride Corp), Agreement and Plan of Merger (Iron Acquisition Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, the Merger Sub shall merge with and into the Company at the Effective Time (as defined below), Merger Sub shall be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Network Equipment Technologies Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at At the Effective Time (as defined below)in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall be merged with and into Company (the Company. As a result of the "Merger"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. Company as the surviving corporation of after the Merger (is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cea Acquisition Corp), Agreement and Plan of Merger (American Access Technologies Inc), Agreement and Plan of Reorganization (Fairchild Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Acquisition Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger. The Merger (shall be effected under Section 251(h) of the DGCL as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall will be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation. The Company as the surviving corporation of after the Merger (is referred to in this Agreement as the “Surviving Corporation.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Meade Instruments Corp), Agreement and Plan of Merger (EF Johnson Technologies, Inc.), Agreement and Plan of Merger (Bae Systems PLC)
The Merger. Upon the terms of this Agreement and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (DemandTec, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") in accordance with the DGCL.
Appears in 5 contracts
Samples: Ii Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Airxcel Inc), Agreement and Plan of Merger (SFBC International Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Snap One Holdings Corp.), Agreement and Plan of Merger (Resideo Technologies, Inc.), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
The Merger. Upon (i) On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at on the Effective Time (as defined below)Closing Date, Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”) at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation company of the Merger (the “Surviving CorporationCompany”).
Appears in 5 contracts
Samples: Business Combination Agreement (CHP Merger Corp.), Business Combination Agreement (Longview Acquisition Corp. II), Business Combination Agreement (HighCape Capital Acquisition Corp.)
The Merger. Upon At the terms and subject to the conditions of Effective Time, in accordance with this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation of surviving the Merger (after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sauer Danfoss Inc), Agreement and Plan of Merger (Kensey Nash Corp), Agreement and Plan of Merger (Seracare Life Sciences Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation of after the Merger (is hereinafter sometimes referred to as the “Surviving Corporation”).” At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.), Agreement and Plan of Reorganization (Cogent Communications Group Inc), Agreement and Plan of Reorganization (Cogent Communications Group Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.), Tender and Voting Agreement (Computer Software Innovations, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Plug Power Inc), Agreement and Plan of Merger (Am-Source, LLC), Agreement and Plan of Merger (TransDigm Group INC)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Altra Industrial Motion Corp.), Agreement and Plan of Merger (Regal Rexnord Corp), Agreement and Plan of Merger (Tabula Rasa HealthCare, Inc.)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Agreement, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Sections 251(g) and 259 of the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Howard Hughes Corp), Agreement and Plan of Merger (Howard Hughes Holdings Inc.), Agreement and Plan of Merger (Apache Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Neulion, Inc.), Agreement and Plan of Merger (Bioverativ Inc.), Agreement and Plan of Merger (DreamWorks Animation SKG, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De), Agreement and Plan of Merger (Sprint Nextel Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Autonomy Corp PLC), Agreement and Plan of Merger (Sentigen Holding Corp), Agreement and Plan of Merger (Virage Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of company in the Merger (sometimes hereinafter referred to as the “Surviving CorporationCompany”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in this Agreement and the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SomaLogic, Inc.), Agreement and Plan of Merger (Ayala Pharmaceuticals, Inc.), Agreement and Plan of Merger (Advaxis, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Target Logistics Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time (as defined below), Merger Sub Subsidiary shall be merged with and into the CompanyCompany (the "Merger") at the Effective Time (hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Merger Subsidiary in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Temple Inland Inc), Agreement and Plan of Merger (Gaylord Container Corp /De/), Agreement and Plan of Merger (Gaylord Container Corp /De/)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the MergerCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of entity in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”Entity"). The Merger shall have the effects specified herein and in the General Corporation Law of the State of Delaware (the "DGCL").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Transocean Sedco Forex Inc), Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (R&b Falcon Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”), and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DJO Finance LLC), Agreement and Plan of Merger (Colfax CORP), Agreement and Plan of Merger (R1 RCM Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement hereof, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall continue its corporate existence under the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Blackbaud Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Intuitive Surgical Inc), Agreement and Plan of Merger (Primedex Health Systems Inc), Agreement and Plan of Merger (Aviall Inc)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Distribution Agreement (New Laser Corp), Distribution Agreement (New Laser Corp), Transaction Agreement (New Laser Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger. The Merger (shall be effected pursuant to Section 251(h) of the DGCL as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of company in the Merger (sometimes hereinafter referred to as the “Surviving CorporationCompany”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (SendGrid, Inc.), Agreement and Plan of Merger and Reorganization (Twilio Inc), Agreement and Plan of Merger (Science Applications International Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3com Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. The Merger shall have the effects specified in the Delaware General Corporation Law (the “DGCL”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dimensional Associates, LLC), Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Alfa Corp)
The Merger. Upon At the terms and subject to the conditions of Effective Time, in accordance with this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation of surviving the Merger (after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Charlotte Russe Holding Inc), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Encysive Pharmaceuticals Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Sabre Holdings Corp), Agreement and Plan of Merger (JCC Holding Co)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Westaff Inc), Agreement and Plan of Merger (Ablest Inc), Agreement and Plan of Merger (Inforte Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time Time, (as defined below), a) Merger Sub shall be merged will merge with and into the Company. As a result of Company (the “Merger”), and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sajan Inc), Agreement and Plan of Merger and Reorganization (Romulus Corp.), Agreement and Plan of Merger (On-Air Impact, Inc.)
The Merger. Upon the terms of and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.3), Merger Sub shall be merged with and into the Company. As a result of the MergerXxxxxx, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxx shall continue as the surviving corporation of Surviving Corporation in the Merger (and shall succeed to and assume all the “Surviving Corporation”)property, rights, privileges, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Adc Telecommunications Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time (as defined below)Time, Merger Acquisition Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Acquisition Sub shall cease and the cease. The Company shall will continue as the surviving corporation Surviving Corporation. The Merger shall be governed by Section 251(h) of DGCL and shall be effected as soon as practicable following consummation of the Merger (the “Surviving Corporation”)Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Franklin UK Bidco LTD), Agreement and Plan of Merger (Planet Payment Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (AgroFresh Solutions, Inc.), Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Cornerstone Building Brands, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Ats Corp), Agreement and Plan of Merger (ARGON ST, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCLCGCL, at on the Effective Time (as defined below)Closing Date, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the CGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)CGCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) in accordance with the CGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Huneeus Vintners LLC), Agreement and Plan of Merger (Chalone Wine Group LTD)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), in Section 1.03 herein) Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance compliance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation of surviving the Merger (after the “Effective Time is sometimes referred to as the "Surviving Corporation”)" and (ii) the Company and Merger Sub are collectively referred to as the "Constituent Corporations".
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sciele Pharma, Inc.), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving CorporationCompany”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (KSW Inc), Agreement and Plan of Merger (Amylin Pharmaceuticals Inc), Assumption Agreement (Bristol Myers Squibb Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, at the Effective Time and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company, which shall be the surviving corporation in the Merger (the "SURVIVING CORPORATION"). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation other effects of the Merger (shall be as set forth in Section 259 of the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Stock Purchase Agreement and Plan of Merger (Ontario Teachers Pension Plan Board), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc), Stock Purchase Agreement and Plan of Merger (Paragon Trade Brands Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”), until the Second Merger becomes effective.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Allergan Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of (hereinafter sometimes referred to as the Merger (the “"Surviving Corporation”Company").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Axys Pharmaceuticals Inc), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany on the Closing Date. As a result of Following the Merger, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tremont Advisers Inc), Agreement and Plan of Merger 2 Agreement (Schulman Robert I), Agreement and Plan of Merger (Massachusetts Mutual Life Insurance Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, DGCL at the Effective Time (as defined belowherein), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of Company in accordance with the Merger, DGCL and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Ivillage Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of NewCo. The surviving corporation after the Merger (is sometimes referred to hereinafter as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time Time, (as defined below), a) Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortegra Financial Corp), Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Nobel Learning Communities Inc)
The Merger. Upon In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions of of, this Agreement and in accordance with the DGCLAgreement, Merger Sub shall, at the Effective Time (as defined below)Date, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). At the Effective Date, the effects of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ipc Information Systems Inc), Agreement and Plan of Merger (Ipc Communications Inc /De/), Agreement and Plan of Merger (Activision Inc /Ny)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall continue to be governed by the DGCL, and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger except as otherwise provided herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Natrol Inc), Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.), Agreement and Plan of Merger (Nutra Acquisition CO Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Etrials Worldwide Inc.), Ims Health Incorporated (Ims Health Inc), Agreement and Plan of Merger (Merge Healthcare Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), ) Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCLDGCL and the DLLC Act, at the Effective Time (as defined below)Time, the Merger Sub shall be merged with and into the Company. As At the Effective Time and as a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation Surviving Corporation following the Merger. The existence of the Company shall continue unaffected and unimpaired by the Merger (and, as the “Surviving Corporation”), it shall be governed by the Laws of the State of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Micro Investment LLC), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease cease, and the Company Company, as the Surviving Corporation, shall continue as its corporate existence under the surviving corporation of the Merger (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CF Acquisition Corp. VIII), Agreement and Plan of Merger (CF Finance Acquisition Corp. III), Agreement and Plan of Merger (CF Finance Acquisition Corp II)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Knova Software, Inc.), Agreement and Plan of Merger (Jamdat Mobile Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger. The Merger (shall be effected pursuant to Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and cease. Following the Effective Time, the Company shall will continue as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sesen Bio, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3). As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation of (sometimes referred to herein as the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (Morgan Associates Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Guitar Center Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowhereinafter defined), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company following the Merger (the “Surviving CorporationCompany”). The corporate existence of the Company, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.), Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into Xxxxxxxx.xxx at the CompanyEffective Time (as defined in Section 1.3 hereof). As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxxxx.xxx shall continue as the surviving corporation of (the "Surviving Corporation") in the Merger (and shall succeed to and assume all the “Surviving Corporation”)rights, privileges, immunities, properties, powers and franchises of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Stock Option Agreement (Software Com Inc), Stock Option Agreement (Phone Com Inc), Stock Option Agreement (Phone Com Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD), Agreement and Plan of Merger And (Chippac Inc)
The Merger. Upon (a) On the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in this Agreement and specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HFF, Inc.), Agreement and Plan of Merger (CBOE Holdings, Inc.), Agreement and Plan of Merger (Bats Global Markets, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Agreement, Merger Sub shall be merged merge with and into the CompanyCompany at the Effective Time. As a result of From and after the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Merger (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alkermes Plc.), Agreement and Plan of Merger (Amag Pharmaceuticals Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined belowin Section 1.02), Merger Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Buckley Evan R), Agreement and Plan of Merger (BNMC Acquisition Co), Agreement and Plan of Merger (BNC Mortgage Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Centennial Communications Corp /De)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth herein, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) and the Merger shall be effected as soon as practicable following the Offer Closing without a vote on the adoption of this Agreement by the stockholders of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Nimble Storage Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc), Agreement and Plan of Merger (Cogent Communications Group Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger. The Company as the surviving corporation after the Merger (is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Vmware, Inc.)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (InsPro Technologies Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the CompanyXxx. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Xxx shall continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Canadian LP (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL. As a result By virtue of the Merger, at the Effective Time, (a) the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (Esterline Technologies Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (Conmed Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, at the Merger Effective Time (as defined below)Time, Merger Sub shall be merged with and into the CompanySPAC. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company SPAC shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The consummation of the Eagle Share Exchange and the Arrangement shall be a condition precedent to the consummation of the Merger.
Appears in 2 contracts
Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
The Merger. Upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of entity following the Merger (sometimes referred to herein as the “Surviving Corporation”). The existence of the Company shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall be governed by the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCLDGCL and the WVBCA, at the Effective Time (as defined below)Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL and the WVBCA. The Company, as the surviving corporation after the consummation of the Merger (Merger, is sometimes hereinafter referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fortune Brands Inc), Agreement and Plan of Merger (Fortune Brands Inc)
