The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Maxwell W Keith III), Agreement and Plan of Merger (Via Renewables, Inc.), Agreement and Plan of Merger (Diamondback Energy, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Dynamex Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly owned subsidiary of Parent.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Southern Union Co)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 9 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Archipelago Learning, Inc.), Agreement and Plan of Merger (I2 Technologies Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence as the Surviving Corporation under the laws Laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 8 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (State National Companies, Inc.), Agreement and Plan of Merger (CF Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 8 contracts
Samples: Tax Matters Agreement, Agreement and Plan of Merger (CEB Inc.), Agreement and Plan of Merger (Gartner Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into Company. Company shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence as a corporation under the laws of the State of Delaware as Delaware. As of the surviving corporation (in such capacityEffective Time, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Bank of America Corp /De/), Agreement and Plan of Merger (Merrill Lynch & Co., Inc.), Agreement and Plan of Merger
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, the Merger Sub will be merged shall merge (the “Merger”) with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of the Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation company (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Porch Group, Inc.), Transaction Agreement (Fortive Corp), Transaction Agreement
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Petsmart Inc), Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Metals Usa Holdings Corp.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, (a) Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of 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 laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Golden Enterprises Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc), Agreement and Plan of Merger (Lca Vision Inc)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Co shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub Co shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Open Solutions Inc), Agreement and Plan of Merger (Sungard Data Systems Inc), Agreement and Plan of Merger (Ss&c Technologies 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, Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc), Agreement and Plan of Merger (Titanium Asset Management Corp), Agreement and Plan of Merger (Obagi Medical Products, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company 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 its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is 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 5 contracts
Samples: Agreement and Plan of Merger (Ww International, Inc.), Agreement and Plan of Merger (Intercontinental Exchange, Inc.), Agreement and Plan of Merger (Epicor Software 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 Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Excelligence Learning Corp), Agreement and Plan of Merger (Segue Software Inc), Agreement and Plan of Merger (Corel Corp)
The Merger. Upon At the Effective Time (as defined in Section 2.2) and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , Merger Sub shall be merged with and into the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under as the laws of the State of Delaware surviving corporation. The Company as the surviving corporation (in such capacity, after the Company Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation”)."
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Premium Standard Farms, Inc.), Agreement and Plan of Merger (Trane Inc.), Agreement and Plan of Merger (Ingersoll Rand Co LTD)
The Merger. Upon At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company (the “Merger”). As a result of Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)cease.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Pharmion Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into Pivotal. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Pivotal shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of VMware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pivotal Software, Inc.), Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Dell Technologies Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company as of the Effective Time pursuant to Section 251 of the DGCL. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Cimnet Inc/Pa), Agreement and Plan of Merger (CFC International Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under be the laws of surviving corporation in the State of Delaware Merger. The Company, as the surviving corporation (in such capacityafter the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Abbott Laboratories)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined below) Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Getty Images Inc), Agreement and Plan of Merger (Simmons Co), Agreement and Plan of Merger (EnergySolutions, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of the Merger, the separate existence of Merger Sub shall cease be merged with and into the Company at the Effective Time. Following the Effective Time, the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company is sometimes referred to herein as in accordance with the “Surviving Corporation”)DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Horizon Organic Holding Corp), Agreement and Plan of Merger (Printcafe Software Inc), Agreement and Plan of Merger (Dean Foods Co/)
The Merger. Upon the terms and subject to the conditions of this Agreement, in accordance with the DGCL, at the Effective Time, Merger Sub will be merged shall merge with and into Company. Company shall be the Company surviving corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence as a wholly owned subsidiary of Merger Sub shall cease Parent, and the Company shall continue its corporate existence under the laws Laws of the State of Delaware as the surviving corporation (in such capacitySurviving Corporation. Upon consummation of the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Neff Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, Agreement at the Effective Time, Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of the Merger, and the separate existence of Merger Sub shall cease cease. The Company shall continue as the surviving entity in the Merger (the “Surviving Corporation”) and the Company shall continue its existence under the laws Laws of the State of Delaware as Delaware, with all its rights, privileges, immunities, powers and franchises. The Merger shall have the surviving corporation (effects set forth in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Investment Technology Group, Inc.), Agreement and Plan of Merger (Virtu Financial, Inc.), Agreement and Plan of Merger (KCG Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Correctional Services Corp)
The Merger. Upon In accordance with the terms and subject to the conditions provisions of this Agreement, at the Effective Time, the Merger Sub will be merged (the “Merger”) with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation and a wholly-owned subsidiary of the Purchaser (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of the Merger Sub will cease.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Himax Technologies, Inc.), Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger
The Merger. (a) Upon the terms and subject to the conditions of this Agreementhereof, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, and the separate existence of Merger Sub shall cease thereupon cease, and the Company Company, as the corporation surviving the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ideanomics, Inc.), Agreement and Plan of Merger (Ideanomics, Inc.), Agreement and Plan of Merger (Ideanomics, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will be merged with and into the Company in accordance with at the provisions of Effective Time. At the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and will 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 (Fusion Connect, Inc.), Agreement and Plan of Merger (Cumulus Media Inc), Agreement and Plan of Merger (Eastman Chemical Co)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge with and into i3, with i3 being the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue its existence under the laws to exist as a Delaware corporation, and a wholly owned subsidiary of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)ACE*COMM.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I3 Mobile Inc), Agreement and Plan of Merger (I3 Mobile Inc), Agreement and Plan of Merger (Ace Comm Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company 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 its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is 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: Termination and Release Agreement (Activant Solutions Inc /De/), Agreement and Plan of Merger (Von Hoffmann Holdings Inc), Agreement and Plan of Merger (Universal American Financial Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Worldpay, Inc.), Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Fiserv Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.02), subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware DGCL, Merger Sub shall be merged (the “DGCLMerger”)) with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under as the surviving corporation (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Concerto Software Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Square D Co), Agreement and Plan of Merger (Juno Lighting Inc)
The Merger. Upon Subject to the terms of this Agreement and subject to the conditions of this Agreementset forth in Article VII, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub the Company will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerMerger Sub, the separate corporate existence of the Company will cease and Merger Sub shall cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (Dex Media West LLC), Agreement and Plan of Merger (R H Donnelley Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (as in effect from time to time, the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NewPage Holdings Inc.), Agreement and Plan of Merger (Verso Paper Corp.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (CMC Materials, Inc.), Agreement and Plan of Merger (Entegris Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, (a) Merger Sub will be merged with and into Xxxx-Xxxxx and (b) the separate existence of Merger Sub shall will cease and the Company shall continue its existence under the laws of the State of Delaware as Xxxx-Xxxxx will be the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nash Finch Co), Agreement and Plan of Merger (Spartan Stores Inc), Agreement and Plan of Merger (Nash Finch Co)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company 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 its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.), Agreement and Plan of Merger (Global Defense Technology & Systems, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in (a) In accordance with the provisions of this Agreement and the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is hereinafter sometimes referred to herein as called the “Surviving Corporation”)) in the Merger and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symmetricom Inc), Employment Agreement (National Holdings Corp), Employment Agreement (Vfinance Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into the Company 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 its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.), Agreement and Plan of Merger (Wyeth)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dollar Tree Inc), Agreement and Plan of Merger (Family Dollar Stores Inc)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Getty Images Inc), Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger and Reorganization (Knot Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"). As a result of , the Merger, Company shall be merged with and into Merger Sub in accordance with this Agreement and the separate existence of the Company shall cease. Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is hereinafter sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (HMC Acquisition Corp /De/), Agreement and Plan of Merger (Somatogen Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, the Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of the Merger Sub shall cease thereupon cease, and the Company shall be the successor or surviving corporation and shall continue its existence under the laws of the State of Delaware Delaware. The Company, as the surviving corporation (in such capacityafter the consummation of the Merger, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”)"SURVIVING CORPORATION."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Open Market Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Quest Software Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub Inc. will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the First Merger, the separate existence of Merger Sub Inc. shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”), as a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Huizenga H Wayne), Agreement and Plan of Merger (Extended Stay America Inc), Agreement and Plan of Merger (Boca Resorts Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into Discover pursuant to this Agreement. Discover shall be the Surviving Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as Delaware. Upon consummation of the surviving corporation (in such capacityMerger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp), Agreement and Plan of Merger
The Merger. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, at the Effective Time, Merger Sub will be merged shall merge (the “Merger”) with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capnia, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc), Agreement and Plan of Merger (Fluidigm Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined in Section 1.2), Merger Sub shall merge with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease cease. The Company shall be the surviving corporation (hereinafter sometimes referred to as the “Surviving Company”) in the Merger, and the Company shall continue its corporate existence under the laws Laws (as defined in Section 4.3(b)) of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ediets Com Inc), Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (optionsXpress Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company at the Effective Time (as defined in accordance with the provisions Section 1.3) of the General Corporation Law of the State of Delaware (the “DGCL”)Merger. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is 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 3 contracts
Samples: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Universal Outdoor Holdings Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triad Hospitals Inc), Agreement and Plan of Merger (Triad Hospitals Inc), Agreement and Plan of Merger (Community Health Systems Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as defined below) Merger Co. shall be merged with and into the Company, and the separate corporate existence of Merger Sub Co. shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.), Agreement and Plan of Merger (Refco Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, Merger Co shall be merged with and into the Company. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub Co shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley), Agreement and Plan of Merger (Morgan Stanley)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Interactive Data Holdings Corp), Agreement and Plan of Merger (National Financial Partners Corp), Agreement and Plan of Merger (Interactive Data Corp/Ma/)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as hereinafter defined), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comdata Network, Inc. Of California), __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Tribune Co)
The Merger. Upon the terms and subject to the conditions of set ---------- forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as "SURVIVING CORPORATION") under the “Surviving Corporation”).name "Triangle Pacific Corp."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc), Agreement and Plan of Merger (Triangle Pacific Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, 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 cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (CKX, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the name “Intrepid Healthcare Services, Inc.” as the Surviving Corporation and shall continue to be governed by the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
The Merger. Upon (a) At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will shall be merged with and into Xxxxxx-Xxxxxxx at the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company Xxxxxx-Xxxxxxx shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Warner Lambert Co), Agreement and Plan of Merger (American Home Products Corp)
The Merger. (a) Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of Following the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as Delaware, and the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uap Holding Corp), Agreement and Plan of Merger (Agrium Inc)
The Merger. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with hereof and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into the Company, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actua Corp), Agreement and Plan of Merger (Symbion Inc/Tn)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company (the “Merger”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"Delaware Corporation Law" or "DGCL”"), at the Effective Time (as hereinafter defined), Mergeco shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Mergeco shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrofina Delaware Inc), Agreement and Plan of Merger (Fina Inc)
The Merger. Upon the terms and subject to the conditions of this Agreementset forth in Article VII, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time, the Company shall be merged with and into Merger Sub. As a result of At the MergerEffective Time, the separate corporate existence of the Company shall cease and Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”"SURVIVING COMPANY").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Prime Hospitality Corp)
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 below), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time (as hereinafter defined), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware Law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Dresser-Rand Group Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub shall be merged with and into Newegg at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease and the Company Newegg shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and as a wholly-owned subsidiary of LLIT.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lianluo Smart LTD), Agreement and Plan of Merger (Lianluo Smart LTD)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at Agreement and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation entity in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationEntity”)) in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, Merger Sub will merge with and into Company at the Effective Time, Merger Sub will be merged with and into . At the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease will terminate. Company will be the Surviving Company, and the Company shall will continue its corporate existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (First Horizon National 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 General Corporation Law of the state of Delaware (the "DGCL"), at the Effective Time, Merger Sub will shall be merged with with, and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease by operation of law, and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Surviving Company is sometimes referred to herein as the “Surviving Corporation”)and wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.), Agreement and Plan of Merger (American Cannabis Company, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, (a) Merger Sub will merge with and into the 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 laws of the State of Delaware DGCL as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edgen Group Inc.), Agreement and Plan of Merger (Baldwin Technology Co Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, at and in accordance with the Effective Timeprovisions of the Delaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with at the provisions of the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence as a wholly owned subsidiary of Buyer under the laws of the State of Delaware Delaware. The Company, in its capacity as the corporation surviving corporation (in such capacitythe Merger, the Company is hereinafter sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nasdaq Stock Market Inc), Agreement and Plan of Merger (Instinet Group Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub will cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, the separate existence Surviving Corporation shall become a wholly-owned Subsidiary of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger, ”) and the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and shall become a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Advantage Corp), Agreement and Plan of Merger (Sterling Check Corp.)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged merge with and into the Company. The Company will be the surviving corporation in accordance with the provisions of Merger and will continue its corporate existence under the General Corporation Law Laws of the State of Delaware (the “DGCL”)Delaware. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)will cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewitt Associates Inc), Agreement and Plan of Merger (Exult Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, the Company shall be merged with and into Merger Sub at the Effective Time of the Merger. Also at the Effective Time, the separate corporate existence of the Company shall cease, and Merger Sub will be merged with and into shall continue as the Company in accordance with the provisions of the General Corporation Law of the State of Delaware surviving entity (the “DGCLSurviving Entity”). As a result The Merger shall have the effects set forth in Section 259 of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)General Corporation Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NXT-Id, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Extraction Oil & Gas, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: And Restated Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Clarcor Inc.)
The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the relevant provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the "DGCL"), Merger Sub will Subsidiary shall be merged with and into the Company in accordance with (the provisions "MERGER") as soon as practicable following the satisfaction or waiver of the General Corporation Law of the State of Delaware (the “DGCL”)conditions set forth in Article 6. As a result of Following the Merger, the separate existence of Merger Sub Company shall cease continue as the surviving corporation (the "SURVIVING CORPORATION") and the Company shall continue its existence under the laws of the State of Delaware as Delaware, and the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Subsidiary shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gradall Industries Inc), Agreement and Plan of Merger (JLG Industries Inc)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time Xxxxxx shall merge with and into Merger Sub. As a result of the Merger, the separate existence of Merger Sub shall cease be the Surviving Company in the Merger and the Company shall continue its existence under the laws of the State of Delaware as Delaware. As of the surviving corporation (in such capacityEffective Time, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Xxxxxx shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Hudson City Bancorp Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreement, at the Effective TimeDGCL, Merger Sub will be merged merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) under the laws of Delaware as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company. The Company shall be the Surviving Corporation in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company and, except as set forth in this Article I, shall continue its corporate existence under the laws of the State of Delaware as unaffected by the surviving corporation (in such capacityMerger. Upon consummation of the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”)separate corporate existence of Merger Sub shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Yodlee Inc), Agreement and Plan of Merger (Envestnet, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined in Section 1.2 hereof), Merger Sub shall merge into Edify, with Edify being the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue its existence under the laws to exist as a Delaware corporation, and a wholly owned subsidiary of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)S1.
Appears in 2 contracts
Samples: Stockholder Agreement (Security First Technologies Corp), Stockholder Agreement (Edify Corp)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, in accordance with the Delaware General Corporation Law (“DGCL”), at the Effective Time, Merger Sub will be merged shall merge with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws Laws of the State of Delaware as the surviving corporation in the Merger (in such capacity, the Company is hereinafter sometimes referred to herein as the “Surviving CorporationCompany”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moneygram International Inc), Agreement and Plan of Merger (Moneygram International Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with Agreement and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a direct wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the satisfaction or valid waiver of the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , Merger Sub shall be merged with and into the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws Laws of the State of Delaware as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreementthe Delaware General Corporation Law (the “DGCL”), at including Section 251 of the Effective TimeDGCL, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation company in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valspar Corp), Agreement and Plan of Merger (Sherwin Williams Co)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Summit LP), Agreement and Plan of Merger (GLG Partners, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreement, at the Effective TimeDelaware General Corporation Law (the “DGCL”), Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)) and a wholly owned Subsidiary of Intermediate Co. 2, and an indirect wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insite Vision Inc), Agreement and Plan of Merger (Insite Vision Inc)
The Merger. Upon the terms and subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of Time pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), the Merger Sub shall merge with and into the Company. As a result of From and after the MergerEffective Time, the separate corporate existence of the Merger Sub shall cease and the Company shall continue its existence under as the laws Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”)DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the Effective Time, (a) MergerCo will merge with and into the Company (the “Merger”), (b) the separate corporate existence of Merger Sub shall MergerCo will cease and the Company shall will continue its corporate existence under the laws of the State of Delaware law as the surviving corporation in the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neubauer Joseph), Agreement and Plan of Merger (Aramark Corp/De)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of , at the MergerEffective Time, (a) Merger Sub shall be merged with and into the Company and (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)
The Merger. Upon On the terms and subject to the conditions of this Agreementset forth herein, at and in accordance with the Effective TimeDelaware General Corporation Law (the “DGCL”), on the Closing Date, Merger Sub will shall be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Company is sometimes referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DST Systems Inc), Agreement and Plan of Merger (SS&C Technologies Holdings Inc)
The Merger. Upon the terms On and subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will shall be merged with and into the Company in accordance with this Agreement and the applicable provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and (the “Merger”). The Company shall continue its existence under the laws of the State of Delaware as be the surviving corporation in the Merger (in such capacity, the Company is sometimes hereinafter referred to herein as the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FTD Inc), Agreement and Plan of Merger (FTD Inc)
The Merger. Upon On the terms and subject to the conditions of this AgreementAgreement and in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCLMerger”). As a result of the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Merger. The Company as the surviving corporation in the Merger is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westlake Chemical Corp), Agreement and Plan of Merger (Axiall Corp/De/)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the applicable provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined in Section 1.3 hereof), the Company shall merge with and into Merger Sub (the "Merger"). As a result of Merger Sub shall be the surviving company (hereinafter sometimes called the "Surviving Corporation") in the Merger, the separate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as Delaware. Upon consummation of the surviving corporation (in such capacityMerger, the separate corporate existence of the Company is sometimes referred to herein as the “Surviving Corporation”)shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), Merger Sub shall be merged with and into the Company at the Effective Time (as defined in Section 1.03). 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 its existence under the laws of the State of Delaware as the surviving corporation entity after the Merger (in such capacity, the Company is sometimes referred to herein as the “"Surviving Corporation”Entity").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opticare Health Systems Inc), Agreement and Plan of Merger (Refac)
