The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Zhone Technologies Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger SubDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, (b) the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and (c) the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (CDK Global, Inc.), Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger SubSub and the Company shall consummate the Merger, at the Effective Time, pursuant to which Merger Sub shall be merged with and into the Company. As a result of the Merger, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”) and shall be as a wholly direct, wholly-owned subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (CM Life Sciences II Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of ParentParent (the "SURVIVING CORPORATION").
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Abacus Direct Corp)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, (i) at the Effective TimeTime (as defined below), Merger Subsidiary shall be merged with and into the Company. As a result Company in accordance with the requirements of the MergerDGCL, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly direct, wholly-owned subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Company shall be merged with and into Merger Sub at the CompanyEffective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”) and "), shall be become a direct, wholly owned subsidiary of ParentParent and shall succeed to and assume all of the rights and obligations of the Company in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ford Gerald J), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Golden State Bancorp Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger the Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) company and shall be as a wholly owned subsidiary of Parent. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Parent and the Company shall be merged cause Merger Sub to merge with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under Delaware law as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (UserTesting, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (together with its successors, the “"Surviving Corporation”") and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Superior Galleries Inc), Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger (Dgse Companies Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall Merger Sub will be merged with and into the Company. As a result Company in accordance with the applicable provisions of the MergerDGCL, 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 of entity (the Merger (Company, as the surviving entity in the Merger, being sometimes referred to herein as the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly owned direct subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Albertsons Companies, Inc.), Agreement and Plan of Merger (Kroger Co)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly wholly-owned subsidiary Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Wmih Corp.)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Option Cancellation Agreement (Constant Contact, Inc.), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Harris Stratex Networks, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease 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”) and shall be a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CGEA Investor, Inc.), And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (Odyssey Healthcare Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. As a result of the Merger, (b) the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”), and (c) and the Surviving Corporation shall be become a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BCTG Acquisition Corp.), Agreement and Plan of Merger (Mountain Crest Acquisition Corp II), Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary "). At the election of Parent, any direct or indirect Subsidiary or other Affiliate of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (Foilmark Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Corbus Pharmaceuticals Holdings, Inc.)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the laws of the State of Delaware as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Emerson Electric Co)
The Merger. Upon (a) At the terms Effective Time, Merger Sub will merge with and subject to satisfaction or waiver of into the conditions set forth in this Agreement, and Company (the “Merger”) in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease will cease, and the Company shall continue as will be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver of all of ---------- the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, the Company shall be merged merge with and into Merger Sub. Following the Company. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of (sometimes referred to as the "Surviving Corporation") in the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of the Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Otg Software Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.), Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and thereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wca Waste Corp), Agreement and Plan of Merger (Dionex Corp /De), Agreement and Plan of Merger (Thermo Fisher Scientific Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Merger (Jekogian Iii Nickolas W)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of the Merger Parent (sometimes referred to, in such capacity, as the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SPX Technologies, Inc.), Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger (Methode Electronics Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Company, as the Merger (surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, the Company shall be merged with and into the CompanyParent. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (Amc Entertainment Inc), Consent and Support Agreement (LCE Mexican Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving CorporationCompany”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (CohBar, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Imago BioSciences, Inc.), Agreement and Plan of Merger (Zyla Life Sciences), Agreement and Plan of Merger (Intersections Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Merger (Quadramed Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of ParentParent (the "Surviving Corporation").
Appears in 3 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Triquint Semiconductor Inc), Agreement and Plan of Merger (Osi Restaurant Partners, Inc.), Agreement and Plan of Merger (Wj Communications Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the CompanyCompany (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
The Merger. Upon At the Effective Time (as defined in Section 1.3), upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of company in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BMP Sunstone CORP), Agreement and Plan of Merger (Dow Chemical Co /De/), Agreement and Plan of Merger (Rohm & Haas Co)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and an indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (American Capital Strategies LTD)
The Merger. Upon (a) At the terms Effective Time, Merger Sub shall merge (the “Merger”) with and subject to satisfaction or waiver of into the conditions set forth in this Agreement, and Company in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Mergerwhereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Campbell Soup Co), Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (BTRS Holdings Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentParent 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 (NightHawk Radiology Holdings Inc), Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Acquisition Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Acquisition Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and “). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (GameStop Corp.)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly direct, wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nutri System Inc /De/), Agreement and Plan of Merger (Tivity Health, Inc.)
The Merger. Upon (a) At the terms Effective Time, Merger Sub shall merge (the “Merger”) with and subject to satisfaction or waiver of into the conditions set forth in this Agreement, and Company in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Mergerwhereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly-owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ProFrac Holding Corp.), Agreement and Plan of Merger (FTS International, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub), 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adept Technology Inc), Agreement and Plan of Merger (Omron Corp /Fi)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quality Systems, Inc)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result Company in accordance with the applicable provisions of the MergerDGCL, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American National Group Inc), Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall will continue as the surviving corporation of Surviving Corporation in the Merger (the “Surviving Corporation”) and shall be a direct or indirect wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation survivor of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, Sub will merge with and into the Company at the Effective Time, shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue as the surviving corporation Surviving Company and as a wholly-owned Subsidiary of Parent; provided, that notwithstanding the Merger, the Company will not be included within the meaning of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary term Parent Parties for purposes of Parentthis Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Software Acquisition Group Inc. III), Agreement and Plan of Merger (Software Acquisition Group Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of Company (the “Merger”), whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Merger Subsidiary shall be merged with and into the Company. As a result Company in accordance with the requirements of the MergerDGCL, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly an indirect, wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Occidental Petroleum Corp /De/)
The Merger. Upon At the Effective Time, subject to and upon the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, (a) Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, (b) the separate corporate existence of Merger Sub shall cease cease, and (c) the Company shall continue shall, as the surviving corporation in the Merger, continue its existence under the DGCL as a wholly owned Subsidiary of Parent. The Company as the surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence Company shall be the surviving corporation (the "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub shall cease and in accordance with the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
The Merger. Upon (a) Subject to the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged (the “Merger”) with and into Dish in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company Dish shall continue as be the surviving corporation of the Merger (the “Dish Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sealed Air Corp/De), Agreement and Plan of Merger (Diversey Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent, and the Surviving Corporation shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Constant Contact, Inc.), Agreement and Plan of Merger (Endurance International Group Holdings, Inc.)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Parent Sub shall be merged merge with and into the Company. As a result Company in accordance with Section 251 of the DGCL (the "Merger"), the separate corporate existence of Merger Parent Sub shall cease and the Company shall survive and continue to exist as a corporation incorporated under the DGCL (the Company, as the surviving corporation of in the Merger (Merger, sometimes being referred to herein as the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly owned Subsidiary of Parent after the Merger (the “Surviving Corporation”) ). The Merger shall have the effects set forth herein and shall be a wholly owned subsidiary in the applicable provisions of Parentthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub One shall be merged with and into the Company. As a result of Company in the First Step Merger, the separate corporate existence of Merger Sub One shall thereupon cease and the Company shall continue as the surviving corporation of the First Step Merger (and as a wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the First Step Merger, is sometimes referred to herein as the “Interim Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, as soon as practicable following completion of the Offer, Merger Sub, at the Effective Time, 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 as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of ParentParent (the "SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of the Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany (the “Merger”) at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation entity of the Merger (the DOC ID - 32901658.22 22 “Surviving CorporationEntity”) and shall be a become an indirect wholly owned subsidiary Subsidiary of Parent. The Merger shall have the effects specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect, wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Rockwell Collins Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, shall (a) Merger Sub will be merged with and into the Company. As a result of the Merger, ; (b) the separate corporate existence of Merger Sub shall cease will cease; and (c) the Company shall will continue as the surviving corporation Surviving Corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Merger (Vepf Vii SPV I, L.P.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a direct, wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) Corporation and shall be a wholly direct wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger SubCGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), and as a result thereof the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence of Merger Sub Surviving Corporation shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be become a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keysight Technologies, Inc.), Agreement and Plan of Merger (Ixia)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of Parent. The Company as the surviving corporation of the Merger is sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comfort Systems Usa Inc), Agreement and Plan of Merger (Tivo Inc)
The Merger. Upon the terms of this Agreement and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Escrow Agreement (Mgi Pharma Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. As a result of the MergerCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and (the "Merger"). The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and shall will be a wholly owned subsidiary of Parent. The Merger shall have the effects specified in the Delaware General Corporation Law (the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Northrop Grumman Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result By virtue of the Merger, at the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and as a wholly-owned Subsidiary of Parent. The Merger shall be a wholly owned subsidiary of Parentgoverned by and effected under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Glu Mobile Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) ), and shall be become a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, the Merger Sub shall be merged with and into Company, with the Company surviving the Merger (the Company, as the surviving company in the Merger, sometimes being referred to herein as the “Surviving Company”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Surviving Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Defense Group Inc), Agreement and Plan of Merger (Hi Shear Technology Corp)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carbonite Inc), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the Company. As a result of Company in accordance with the MergerDGCL and the DLLCA, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result , whereupon the separate existence of Merger Sub will cease, with the Company surviving the Merger (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Merger, the separate corporate existence of Merger Sub shall cease and the Surviving Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall will be a direct, wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly an indirect wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entrust Inc), Agreement and Plan of Merger (Citrix Systems Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”) and ). The Merger shall be a wholly owned subsidiary governed by and effected pursuant to the applicable provisions of Parentthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Company shall be merged (the "Merger") with and into Parent, with Parent as the Company. As a result of Surviving Entity in the MergerMerger (the "Surviving Entity"), and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parentthereupon cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruker Daltonics Inc), Agreement and Plan of Merger (Bruker Axs Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Corp.), Agreement and Plan of Merger (Resource America, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Upon the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly-owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
The Merger. Section 3.1 The Merger Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable Law, as soon as practicable following completion of the Offer, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentParent (the "Surviving Corporation").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cable & Wireless PLC), Agreement and Plan of Merger (Digital Island Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL, Merger Sub), at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celator Pharmaceuticals Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Acquisition Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Acquisition Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (Geeknet, Inc)
The Merger. Upon At the terms and Effective Time, subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, shall Sub will be merged with and into the Company. As a result of the Merger, the Merger Sub’s separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly-owned Subsidiary of Parent. The Company as the surviving corporation after the Merger (is sometimes referred to as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver provisions of the conditions set forth in this Agreement, and in accordance with §251 of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth contained in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as the surviving corporation of the Merger entity (sometimes hereinafter referred to as the “Surviving CorporationEntity”) and shall be a direct wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegiate Pacific Inc)
The Merger. Upon (a) At the Effective Time (as defined in Section 1.02), and subject to and upon the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (hereinafter sometimes referred to as the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, 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 as the surviving corporation company of the Merger (the “Surviving CorporationCompany”) and shall be a wholly wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251 of the DGCL, Merger Sub), at the Effective Time, shall Merger Sub will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger and as a wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circor International Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger SubDGCL and the DLLCA, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate limited liability company existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of company in the Merger (the “Surviving CorporationCompany”) and shall be a wholly wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent immediately following the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect, wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 1 contract
The Merger. Upon the terms of this Agreement and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”") and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 1 contract
