The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser 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 (Glaxosmithkline PLC), Agreement and Plan of Merger (Gsi Group Inc), Agreement and Plan of Merger (Excel Technology Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement hereof, and in accordance with the DGCLapplicable provisions of this Agreement and the GCL, at the Effective Time, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 7 contracts
Samples: Agreement and Plan of Merger (3-D Geophysical Inc), Agreement and Plan of Merger (United States Filter Corp), Agreement and Plan of Merger (3-D Geophysical 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 Purchaser shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser 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 (Lincare Holdings Inc), Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.)
The Merger. (a) 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, Purchaser shall be merged with and into the Company. As a result of Company in the Merger, the separate corporate existence of Purchaser shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (and as a wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is referred to herein as the “Surviving Corporation.”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ramtron International Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Emc Corp)
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, Purchaser Company shall be merged merge with and into Buyer in accordance with the CompanyDGCL. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser Company shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the Company shall continue laws of the State of Delaware (Buyer, as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser shall will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Provention Bio, Inc.), Agreement and Plan of Merger (Acceleron Pharma 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, Purchaser Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving CorporationCompany”)) and the separate corporate existence of Acquisition shall cease.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
The Merger. Upon At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Acquisition shall cease. GP, as the sole stockholder of Acquisition, hereby approves this Agreement, the Merger (and the “Surviving Corporation”)other transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Ion Beam Applications S A), Merger Agreement (Ion Beam Applications S A), Merger Agreement (Sterigenics International 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, Purchaser shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (TESARO, 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, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser 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 (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Nstor Technologies Inc)
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, Purchaser (or another direct or indirect subsidiary of Parent) shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser 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 (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp), Agreement and Plan of Merger (Crane Co /De/)
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, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser 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 laws of the State of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser 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 (Baycorp Holdings LTD), Agreement and Plan of Merger (Pure World Inc), Agreement and Plan of Merger (Cti Molecular Imaging 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, Purchaser shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Purchaser 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Meredith Corp), Agreement and Plan of Merger (Time 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, Purchaser shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 2.3). As a result of At the MergerEffective Time, the separate corporate existence of Purchaser 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 Purchaser in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Nortel Networks LTD)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the DGCL, the Purchaser shall merge with and into the Company at the Effective Time, Purchaser shall be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Purchaser 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 Purchaser in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hittite Microwave Corp), Agreement and Plan of Merger (Idm Pharma, Inc.), Agreement and Plan of Merger (Perkinelmer Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement hereof, and in accordance with the applicable provisions of this Agreement and the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser 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 (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia 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, (a) Purchaser shall be merged will merge with and into the Company. As a result of Company (the “Merger, ”) and (b) the separate corporate existence of Purchaser shall will cease and the Company shall will continue its corporate existence under Delaware law as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Hireright Inc), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Extreme Networks Inc), Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (GigPeak, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 2.2), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reh Mergersub Inc), Agreement and Plan of Merger (Reh Mergersub Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement hereof, and in accordance with the DGCLapplicable provisions of this Agreement and the GCL, at the Effective Time, Time (as defined in Section 2.02) the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").. SECTION 2.02
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
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, (i) Purchaser shall be merged will merge with and into the Company. As a result of Company (the “Merger, ”) and (ii) the separate corporate existence of Purchaser shall will cease and the Company shall will continue its corporate existence under Delaware law as the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Naf Holdings Ii, LLC), Agreement and Plan of Merger (Hampshire Group LTD)
The Merger. Upon At the Effective Time (as defined below), upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the CompanyCompany (the “Merger”). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall continue its existence under the DGCL, and the separate corporate existence of Purchaser shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synopsys Inc), Agreement and Plan of Merger (Numerical Technologies Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at (a) At the Effective Time, Purchaser PurchaserSub shall be merged with and into the Company. As a result Company in accordance with the terms and conditions of this Agreement and the DGCL (the “Merger”), at which time the separate corporate existence of Purchaser PurchaserSub shall cease and the Company shall continue its existence. In its capacity as the corporation surviving corporation of the Merger (Merger, the Company is sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Mentor Holdings, Inc.), Agreement and Plan of Merger (Rem Consulting of Ohio, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article 8, and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). Such merger shall be governed by Section 251 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement hereof, and in accordance with the DGCLapplicable provisions of this Agreement and the CGCL, at the Effective Time, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacific Scientific Co), Agreement and Plan of Merger (Pacific Scientific Co)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement hereof, and in accordance with the DGCL, at the Effective Time, Purchaser Buyer shall be merged with and into the CompanyCompany at the Effective Time (the "Merger"). As a result Upon consummation of the Merger, the separate corporate existence of Purchaser Buyer shall cease and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”)") and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emachines Inc /De/), Agreement and Plan of Merger (Hui Lap Shun)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, the Company will merge with and in accordance with into Purchaser (the DGCL, “Merger”) at the Effective Time, Purchaser shall be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of Purchaser shall cease and the Company shall continue as cease. Purchaser shall be the surviving corporation of the Merger (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”)) in the Merger and shall continue to be governed by the DGCL and its name and separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (SI Financial Group, Inc.)
The Merger. Upon the terms and subject to the conditions ------------------------ of this Agreement and in accordance with the DGCLDGCL and the VSCA, at the Effective TimeTime (as defined in Section 2.2), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan (Steel of West Virginia Inc), Agreement and Plan of Merger (Swva Acquisition Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement hereof, and in accordance with the DGCLapplicable provisions of this Agreement and the GCL, at the Effective Time, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"), and shall continue its existence under the GCL.
Appears in 2 contracts
Samples: Agreement (Microtest Inc), Agreement and Plan of Merger (Danaher Corp /De/)
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 TimeTime (as defined in Section 2.03), Purchaser Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser Acquisition shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLGR Acquisition Corp), Agreement and Plan of Merger (Hudson General Corp)
The Merger. Upon the terms of this Agreement and ---------- subject to the conditions of this Agreement set forth in Article IX, and in accordance with the BCL and the DGCL, at the Effective Time, Purchaser the Company shall be merged with and into the CompanyPurchaser. As a result of the Merger, the separate corporate existence of Purchaser the Company shall cease and the Company Purchaser shall continue as the surviving corporation of (sometimes referred to herein as the Merger (the “"Surviving Corporation”").. ---------------------
Appears in 2 contracts
Samples: Registration Rights Agreement (Pogo Producing Co), Agreement and Plan of Merger (Pogo Producing Co)
The Merger. Upon At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the CompanyCompany in the Merger. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and the separate corporate existence of Purchaser shall cease.
Appears in 2 contracts
Samples: Defined Terms (Unisource Worldwide Inc), Defined Terms (Georgia Pacific Corp)
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, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mossimo Inc), Agreement and Plan of Merger (Mossimo Giannulli)
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, Purchaser Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING COMPANY") and the separate corporate existence of Acquisition shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc), Agreement and Plan of Merger and Reorganization (Brass Eagle Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article X and in accordance with the DGCL, in the event the Offer is consummated, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Transaction Agreement (Rubicon Medical 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, Time Purchaser shall be merged merge with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gmi Merger Corp), Agreement and Plan of Merger (Technology Flavors & Fragrances Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall will cease and the Company shall will continue as the surviving corporation of the Merger under the DGCL (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (World Air Holdings, Inc.), Agreement and Plan of Merger (Global Aero Logistics 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, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innoveda Inc), Agreement and Plan of Merger (Mentor Graphics 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, Purchaser shall be merged with and into the Company. As Company and as a result of the Merger, the separate corporate existence of Purchaser 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 Merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the Offer Closing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/), Agreement and Plan of Merger (Mens Wearhouse 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, Time Purchaser shall be merged with and into the CompanyCompany in accordance with the DGCL. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Artecon Inc /De/), Agreement and Plan of Merger (Box Hill Systems Corp)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLCGCL, at the Effective TimeTime (as defined in Section 2.3(b)), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”")., with the name Axiohm Inc.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dh Technology Inc), Agreement and Plan of Merger (Ax Acquisition Corp)
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 DGCLDGCL and the LLC Act, at the Effective TimeTime (as defined in Section 1.02), the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 1 contract
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.1(b) hereof), Purchaser shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the "SURVIVING CORPORATION"). The name of the Merger (Surviving Corporation shall be designated by Parent and may be changed with the “Surviving Corporation”)Merger.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions of this Agreement hereof, and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result Company as soon as practicable following the satisfaction or waiver, if permissible, of the Merger, conditions set forth in Article VII hereof. Following the separate corporate existence of Purchaser shall cease and Merger the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and the separate corporate existence of Purchaser shall cease.
Appears in 1 contract
The Merger. Upon At the Effective Time (as defined in Section 2.3), subject to the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser 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”"). The Merger shall have the effects specified in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osullivan Industries Holdings Inc)
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, in accordance with this Agreement and the DGCL, Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”").
Appears in 1 contract
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 TimeAgreement, Purchaser shall be merged with and into the Company. As a result of the MergerCompany in accordance with applicable law, whereupon the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as be the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 1 contract
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, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLDGCL and the PALLCL, at the Effective Time, Purchaser Seller shall be merged with and into the CompanyBuyer (the "Merger"). As a result of Following the Merger, the Buyer shall continue as a limited liability company (the "Surviving Entity") and the separate corporate existence of Purchaser the Seller shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)cease.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions of this Agreement and Agreement, at the Effective Time in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Specialty Equipment Companies Inc)
The Merger. Upon (a) On the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Purchaser shall will be merged with and into the Company. As a result Company in accordance with the applicable provisions of the MergerDGCL, and the separate corporate existence of Purchaser shall cease and the will thereupon cease. The Company shall continue as will be the surviving corporation of in the Merger (as such, the “Surviving Corporation”)"SURVIVING CORPORATION") in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (BHR North America Inc)
The Merger. Upon Subject to and upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 2.2), the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease and cease, the Company shall continue as the surviving corporation and the separate corporate existence of the Merger (Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the “Merger. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 1 contract
Samples: Agreement and Plan of Merger (HCH Acquisition Corp)
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 TimeTime (as defined in Section 1.4), Purchaser shall the Company will be merged with and into Purchaser (the Company"Merger"). As a result of the MergerMerger pursuant to this Section 1.3(a), the separate corporate existence of Purchaser the Company shall cease and the Company Purchaser shall continue as the surviving corporation of the Merger (Merger. In its capacity as the “surviving corporation of such Merger, Purchaser is sometimes referred to herein as the "Surviving Corporation”)."
Appears in 1 contract
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of in this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). The Merger shall have the effects as provided by the DGCL and other applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boise Cascade Office Products 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 Purchaser shall merge with and into the Company at the Effective Time, Purchaser shall be merged with and into . At the Company. As a result of the MergerEffective Time, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger and as a wholly-owned Subsidiary of the Parent (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Purchaser in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, 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, Purchaser 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 Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and, in accordance with the DGCL, shall succeed, without other transfer, to all the rights and property of Purchaser and shall be subject to all the debts and liabilities of Purchaser in the same manner as if the Surviving Corporation had itself incurred them.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nu Horizons Electronics Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreement set forth in Article VIII, and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged merge with and into the Company. As a result Company shall continue as the surviving corporation (the “Surviving Corporation”), and the separate corporate existence of Company, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Upon consummation of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)terminate.
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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, Purchaser Company shall be merged merge with and into Buyer in accordance with the CompanyDGCL and the MBCA. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser Company shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the Company shall continue Laws of the DGCL. Buyer, as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meta Financial Group Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).. 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. Table of Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Device Technology 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, Purchaser shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S 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, Time Purchaser shall be merged merge with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
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The Merger. Upon the terms and subject to the conditions of this Agreement hereinafter set forth and in accordance with the DGCL, at the Effective TimeTime (as hereinafter defined), Purchaser Buyer shall be merged with and into the Company. As a result of the Merger, Company and thereupon the separate corporate existence of Purchaser Buyer shall cease and the Company shall continue to exist as the surviving corporation of Surviving Corporation under and be governed by the Merger (the “Surviving Corporation”)DGCL.
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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, Purchaser shall will be merged with and into the CompanyCompany at the Effective Time. As a result of Following the Merger, the separate corporate existence of Purchaser shall will cease and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
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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, Purchaser the Buyer Subsidiary shall be merged merge with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Purchaser the Buyer Subsidiary shall cease and the Company shall continue as be the surviving corporation of the Merger (as such, the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
The Merger. Upon At the terms Effective Time (as defined in Section 2.3 hereof), and subject to the terms and conditions hereof and the provisions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of Company in accordance with the MergerDGCL and substantially in the manner described in the Offer, the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). Purchaser and the Company are sometimes hereinafter referred to collectively as the "Constituent Corporations."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Donnelley Enterprise Solutions Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCLDGCL and the CCC, at the Effective TimeTime (as defined in Section 1.2), Purchaser the Company shall be merged with and into the CompanyPurchaser. As a result of the Merger, the 1 Agreement and Plan of Merger separate corporate existence of Purchaser the Company shall cease and the Company Purchaser shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kaynar Technologies Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
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, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and the separate corporate existence of Acquisition shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northrop Grumman Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement and set forth in the Merger Agreement, and, in accordance with the DGCL, at the Effective Time, Purchaser shall will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser shall will thereupon cease and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”)corporation.
Appears in 1 contract
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, Purchaser shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ocera Therapeutics, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in ---------- this Agreement and in accordance with the MBCL and DGCL, at the Effective Time, Purchaser shall Time the Company will be merged with and into the Company. As a result of the MergerBuyer, the separate corporate existence of Purchaser the Company shall cease cease, and the Company Buyer shall continue as the surviving corporation of in the Merger (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medsource Technologies 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, Purchaser shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”)) and shall continue its existence under the DGCL as a wholly-owned Subsidiary of Parent.
Appears in 1 contract
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). The Merger shall have the effects as provided by the DGCL and other applicable law.
Appears in 1 contract
Samples: 8 6 Agreement and Plan of Merger (Bt Office Products International 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, Time the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Company from and after the Effective Time hereinafter referred to as the "Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Esterline Technologies 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, Time Purchaser shall be merged merge with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (FFG Merger Corporation, Inc)
The Merger. Upon the terms and subject to the conditions of ---------- this Agreement and Agreement, at the Effective Time in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").. ---------------------
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies 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, Purchaser Company shall be merged merge with and into Buyer in accordance with the CompanyDGCL and the GBCLM. As a result Upon consummation of the Merger, at the Effective Time the separate corporate existence of Purchaser Company shall cease and Buyer shall survive and continue to exist as a corporation incorporated under the Company shall continue laws of the State of Delaware (Buyer, as the surviving corporation of entity in the Merger (Merger, sometimes being referred to herein as the “Surviving CorporationEntity”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)
The Merger. SECTION 2.01 The Merger. Upon the terms and subject to the conditions of this Agreement set forth in Article VII, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baycorp Holdings LTD)
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, the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser shall cease 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 the applicable provisions of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)
The Merger. Upon (a) At the Effective Time, 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, Purchaser shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of the Purchaser shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PharmaNet Development Group 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 DGCLDGCL and the CCC, at the Effective Time, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "MERGER"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING CORPORATION") and the separate corporate existence of Acquisition shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nortel Networks Corp)
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, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "MERGER"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation (the "SURVIVING CORPORATION") and the separate corporate existence of Acquisition shall cease. Parent, as the sole stockholder of Acquisition, hereby approves the Merger (the “Surviving Corporation”)and this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Msas Acquisition Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (defined below), in accordance with this Agreement and the DGCL, Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 1 contract
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, Purchaser Acquisition shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser Acquisition shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING CORPORATION") until a Second Merger occurs in accordance with Section 4.19.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (Edwards J D & 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, Purchaser shall be merged with and into the CompanyCompany at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)"SURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Purchaser in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Buildings Co /De/)
The Merger. Upon At the Effective Time, subject to the terms and subject to the conditions of this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Purchaser 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”"). The Merger shall have the effects specified in the DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the satisfaction or ---------- waiver of the conditions of this Agreement hereof, and in accordance with the DGCLapplicable provisions of this Agreement and the GCL, at the Effective Time, Time the Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of the Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
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, Purchaser shall will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall will cease and the Company shall will continue as the surviving corporation. The Company as the surviving corporation of after the Merger (hereinafter sometimes is referred to as the “Surviving Corporation”)"SURVIVING CORPORATION."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bordeaux Acquisition Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions contained herein, and in accordance with the applicable provisions of this Agreement and in accordance with the DGCL, at the Effective Time, Time (as defined in Section 1.02) Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon At the terms and subject to the conditions of Effective Time (as defined in Section 1.4 hereof), in accordance with this Agreement and in accordance with Section 251 of the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the Purchaser (except as may be continued by operation of law) shall cease cease, and the Company shall continue as the surviving corporation of under the corporate name it possesses immediately prior to the Effective Time. The Company after the Merger sometimes is referred to herein after as the Surviving Corporation (the “"Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Recapitalization and Merger (Specialty Catalog Corp)
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, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Acquisition shall cease. Parent, as the sole stockholder of Acquisition, hereby approves the Merger (the “Surviving Corporation”)and this Agreement.
Appears in 1 contract
The Merger. Upon the terms and subject to the terms and conditions of this Agreement Agreement, Acquisition shall merge with and in accordance with into the DGCL, Company (the “Merger”) at the Effective Time, Purchaser shall be merged with . From and into after the Company. As a result of the MergerEffective Time, the separate corporate existence of Purchaser Acquisition shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Defense Industries 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, Time (as defined below) Purchaser shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Asset Management Corp)
The Merger. Upon At the terms and subject to the conditions of Effective Time (as defined in Section 1.3 hereof), in accordance with this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser (except as may be continued by operation of law) shall cease cease, and the Company shall continue as the surviving corporation of under the corporate name it possesses immediately prior to the Effective Time. Company after the Merger (hereinafter sometimes is referred to as the “"Surviving Corporation”)."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uroquest Medical Corp)
The Merger. Upon (a) On the terms and subject to the conditions of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Purchaser shall will be merged with and into the Company. As a result Company in accordance with the applicable provisions of the MergerDGCL, and the separate corporate existence of Purchaser shall cease and the will thereupon cease. The Company shall continue as will be the surviving corporation of in the Merger (as such, the “"Surviving Corporation”)") in accordance with the DGCL.
Appears in 1 contract
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 TimeAgreement, Purchaser shall be merged with and into the Company. As a result of the MergerCompany in accordance with applicable law, whereupon the separate corporate existence of Purchaser shall cease cease, and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
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, Purchaser Acquisition shall be merged with and into the CompanyCompany (the "Merger"). As a result of Following the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and the separate corporate existence of Acquisition shall cease. Parent, as the sole stockholder of Acquisition, hereby approves this Agreement and the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coachmen Industries Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement Agreement, and in accordance with Section 251(h) of the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Purchaser shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”).
Appears in 1 contract
