The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Avedro Inc), Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Vivint Solar, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws as a result of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Medassets Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At Company in accordance with the Effective TimeDGCL, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence Corporation under the laws Laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity & Guaranty Life), Agreement and Plan of Merger (Si International Inc), Agreement and Plan of Merger (Webmethods Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and 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. At Company (the Effective Time“Merger”), the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (Merger. The Company, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in Surviving Corporation. The Merger and the Merger (other transactions contemplated by this Agreement are referred to herein as the “Surviving CorporationTransactions”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Wesco International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”), at the Effective Time, Company shall merge with Merger Sub shall be merged with Sub, and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. At the Effective Time, (b) the separate corporate existence of Merger Sub shall cease, and (c) the Company shall be shall, as the surviving corporation in the Merger, continue its existence under Delaware law 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.”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and the ARS, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation company in the Merger (the “Surviving CorporationCompany”) and shall continue its corporate limited liability company existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be continue under the name “Norcraft Companies, Inc.” as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under to be governed by the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Norcraft Companies, Inc.), Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (“DGCL, at the Effective Time”), Merger Sub shall be merged with and into Target at the CompanyEffective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company Target shall be continue as the surviving corporation in the Merger company (the “Surviving CorporationCompany”) and shall continue its corporate existence under ). The Merger, the laws payment of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub Consideration in accordance connection with the DGCLMerger and the other transactions contemplated by this Agreement are referred to herein as the “Transactions.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc), Agreement and Plan of Merger (Cornell Companies Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Noven Pharmaceuticals Inc), Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Sparta Inc /De)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the Company. At Company at the Effective Time. Following the Merger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)
The Merger. Upon At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the CompanyCompany (the "MERGER"). At Following the Effective TimeMerger, 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 be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Leucadia National Corp), Agreement and Plan of Merger (Minolta Investments Co), Agreement and Plan of Merger (Minolta Investments Co)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub Co shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub Co shall cease, cease and the Company shall be continue as the surviving corporation in of the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (King Luther Capital Management Corp), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) ). The Merger and shall continue its corporate existence under the laws of other transactions contemplated by this Agreement are referred to herein as the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL“Transactions”.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VIII, and in accordance with the provisions of the Delaware General Corporation Law (the "DGCL"), at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws Corporation of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLMerger.
Appears in 3 contracts
Samples: Recapitalization Agreement and Plan of Merger (Westaff Inc), Agreement (Mikasa Inc), Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective TimeXxxxxx in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company . Xxxxxx shall be the surviving corporation entity in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) Entity"). The Merger shall have the effects specified herein and shall continue its corporate existence under in the laws General Corporation Law of the State of Delaware and shall succeed to and assume all of (the rights and obligations of the Company and Merger Sub in accordance with the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edge Petroleum Corp), Agreement and Plan of Merger (Miller Exploration Co)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and ). The Merger shall continue its corporate existence under have the laws of effects specified in the State of Delaware and shall succeed to and assume all of General Corporation Law (the rights and obligations of the Company and Merger Sub in accordance with the “DGCL”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Technologies Inc), Agreement and Plan of Merger (United States Steel Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall will be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall will cease, and the Company shall be will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall will succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL. The Merger, the payments of the Merger Consideration, and the other transactions contemplated by this Agreement are referred to in this Agreement collectively as the “Transactions.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Corp), Agreement and Plan of Merger (Cumulus Media Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and with the Company shall be as the surviving corporation in the Merger (the “Surviving Corporation”) and "SURVIVING CORPORATION"), which shall continue its corporate existence under the laws of the State of Delaware and the separate existence of Merger Sub shall succeed to and assume all thereupon cease. As a result of the rights and obligations Merger, the Company will become a wholly-owned subsidiary of Buyer. The name of the Company and Merger Sub in accordance with Surviving Corporation shall be the DGCLname of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lightspan Inc), Agreement and Plan of Merger (Plato Learning Inc)
The Merger. Upon the terms and subject to the conditions set forth in ---------- this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger (consummation of the “Merger, is sometimes hereinafter referred to as the "Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the Company. At Company at the Effective TimeTime (the "Merger"). Following the Merger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apco Argentina Inc/New), Agreement and Plan of Merger (Williams Companies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the Delaware General Corporation Law, as amended (the “DGCL”). At Following the Effective TimeMerger, 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 be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
The Merger. (a) Upon the terms and subject to the conditions 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 shall be merged with and into the CompanyCompany at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws a direct wholly owned Subsidiary of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, will cease and the Company shall be will continue its corporate existence under Delaware Law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Time (as defined in Section 1.3) Merger Sub shall be merged with and into the Company. At the Effective Time, Company and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and shall continue its corporate existence under to be governed by the laws of the State of Delaware, and the Merger shall have the effects provided in the Delaware and shall succeed to and assume all of General Corporation Law ( the rights and obligations of the Company and Merger Sub in accordance with the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Automotive Parts Inc), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be continue under the name “SP Plus Corporation” as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under to be governed by the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and the TBCA, at the Effective Time, Merger Sub shall be effected and the Company shall be merged with and into the Company. At Merger Sub at the Effective Time, Time with the separate corporate existence of the Company ceasing and Merger Sub shall cease, and the Company shall be continuing as the surviving corporation in the Merger (the “"Surviving Corporation”) and "). The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all as a wholly owned subsidiary of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endeavour International Corp), Agreement and Plan of Merger (Continental Southern Resources Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in following the Merger (the “"Surviving Corporation”) and "). The corporate existence of the Company shall continue its corporate existence under unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall be governed by the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, the Company and Merger Sub shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger (consummation of the Merger, is sometimes hereinafter referred to as the “Surviving Corporation.”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, the Company and Merger Sub shall be, at the Effective Time (as hereinafter defined), merged in accordance with the DGCLDGCL (hereinafter called the “Merger”) into a single corporation existing under the laws of the State of Delaware, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and whereby the Company shall be the surviving corporation (the Company, in its capacity as the Merger (surviving corporation, is sometimes referred to herein as the “Surviving Corporation”) ). The Merger shall have the effects set forth in this Agreement, the certificate of merger, and shall continue its corporate existence under the laws Section 259 and other applicable provisions of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (G&R Acquisition, Inc.), Agreement and Plan of Merger (Max & Ermas Restaurants Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger shall be effected and Merger Sub shall be merged with and into Company at the CompanyEffective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in (as such, the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Louisiana Pacific Corp), Agreement and Plan of Merger (Abt Building Products Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at At the Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the The Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws Laws of the State of Delaware and shall succeed to and assume all Delaware. Upon consummation of the rights and obligations Merger, the separate corporate existence of the Company and Merger Sub in accordance with the DGCLshall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gerdau Ameristeel Corp), Agreement and Plan of Merger (Chaparral Steel CO)
The Merger. Upon (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Merger Sub shall be merged upon the terms and subject to the conditions set forth in this Agreement, hereof with and into the Company in accordance with the General Corporation Law of the State of Delaware, as amended (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation. The corporation in surviving the Merger (is sometimes hereinafter referred to as the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mark Iv Industries Inc), Agreement and Plan of Merger (Miv Acquition Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company. At Company at the Effective TimeTime (the “Merger”). Following the Merger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Merger Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, Time the separate corporate existence of Merger Sub shall cease, will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company which shall be the surviving corporation in the Merger (the “Surviving Corporation”) in the Merger, and the separate existence of Merger Sub shall continue its corporate existence under the laws thereupon cease. The name of the State of Delaware and Surviving Corporation shall succeed to and assume all remain “Plumtree Software, Inc.” The Merger shall have the effects set forth in the applicable provisions of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware General Corporation Law (“Delaware Law”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)
The Merger. Upon the terms and subject to the terms and conditions set forth in of this Agreement, Merger Subsidiary shall merge with and in accordance with into the DGCL, Company at the Effective Time, Merger Sub shall be merged with . From and into the Company. At after the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in the Merger Delaware General Corporation Law (the “Surviving CorporationDGCL”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. At the Effective TimeCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and will be a wholly-owned subsidiary of Parent. The Merger shall continue its corporate existence under have the laws of effects specified in the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the General Corporation Law ("DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). At Following the Effective TimeMerger, 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 be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. At the Effective TimeCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) and "). The Merger shall continue its corporate existence under have the laws of effects specified in the State of Delaware and shall succeed to and assume all of General Corporation Law (the rights and obligations of the Company and Merger Sub in accordance with the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (Baker Hughes Inc)
The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined herein). At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged (the "Merger") with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease, and the Company shall be the surviving corporation in the Merger (the “"Surviving Corporation”") and shall continue its corporate existence under to be governed by the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clientlogic Corp), Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, (a) Merger Sub shall be merged with and into the Company. At the Effective Time, Company and (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in of the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bradley Pharmaceuticals Inc), Agreement and Plan of Merger (Aeroflex Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At Company in accordance with the Effective TimeDGCL, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence Corporation under the laws Laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corixa Corp), Agreement and Plan of Merger (Smithkline Beecham Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in (sometimes referred to herein as the Merger (the “"Surviving Corporation”") and shall continue its corporate existence under to be governed by the laws of the State of Delaware and shall succeed to and assume all of continue under the rights and obligations of the Company and Merger Sub in accordance with the DGCL.name "DSM Catalytica Pharmaceuticals, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Catalytica Inc), Agreement and Plan of Merger (DSM Nv)
The Merger. Upon At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. At the Effective Time, (b) the separate corporate existence of Merger Sub shall cease, and (c) the Company shall be shall, as the surviving corporation in the Merger, continue its existence under Delaware law 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”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLhereof, at the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the Company. At Company in accordance with the Effective TimeGeneral Corporation Law of the State of Delaware (the “DGCL”), whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger company (the “Surviving CorporationCompany”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Life Financial Inc), Agreement and Plan of Merger
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and at the Effective Time in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, Company and the separate corporate existence of Merger Sub shall thereupon cease, and the . Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed and, in its capacity as the surviving corporation in the Merger, Company is hereinafter sometimes referred to and assume all of as the rights and obligations of the Company and Merger Sub in accordance with the DGCL"Surviving Corporation."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kulicke & Soffa Industries Inc), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)
The Merger. Upon At the terms and subject to the conditions set forth in this AgreementClosing, and in accordance with the DGCL, at DGCL and the Effective Timeterms and conditions of this Agreement, Merger Sub shall be merged with and into the Company. At From and after the Effective TimeClosing, the separate corporate existence of Merger Sub shall cease, and the Company shall be Company, as the surviving corporation in the Merger (the “Surviving Corporation”) and Merger, shall continue its corporate existence under the laws of the State of Delaware and shall succeed as a wholly owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to and assume all of as the rights and obligations of the Company and Merger Sub in accordance with the DGCL“Surviving Corporation.”
Appears in 2 contracts
Samples: Lock Up Agreement (Oxigene Inc), Agreement and Plan of Merger (Vaxgen Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.02(b)), Merger Sub shall will be merged with and into the CompanyCompany in accordance with the Delaware General Corporation Law (“Delaware Law”). At As a result of this merger (the Effective Time“Merger”), the separate corporate existence of Merger Sub shall will cease, and the Company shall will be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (Education Lending Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be continue its corporate existence under the name “WMS Industries Inc.” as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under to be governed by the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WMS Industries Inc /De/)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in of the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. At the Effective TimeCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) and "). The Merger shall continue its corporate existence under have the laws effects specified in the General Corporation Law of the State of Delaware and shall succeed to and assume all of (the rights and obligations of the Company and Merger Sub in accordance with the "DGCL").
Appears in 2 contracts
Samples: Recapitalization Agreement (Readers Digest Association Inc), Recapitalization Agreement (Readers Digest Association Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and in accordance with into the DGCL, Company at the Effective Time, Merger Sub shall be merged with . From and into the Company. At after the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and . The Merger shall continue its corporate existence under have the laws effects set forth in Section 259 of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLGeneral Corporation Law.
Appears in 2 contracts
Samples: 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 the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc), Agreement and Plan of Merger (Qlik Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the MBCA and 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. At the Effective Time, the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall be continue as the surviving corporation in of the Merger (and a wholly-owned subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, Company and the Company shall be the surviving corporation in the Merger (the “"Surviving Corporation”") and and, as such, the Company shall continue its corporate existence as a direct, wholly owned subsidiary of Parent under the laws of the State of Delaware Delaware, and shall succeed to and assume all the separate corporate existence of the rights and obligations of the Company and Merger Sub in accordance with the DGCLthereupon shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, the Merger Sub shall be merged merge with and into the Company. At Company in accordance with the Effective TimeDelaware General Corporation Law (as amended, the “DGCL”), whereupon the separate corporate existence of the Merger Sub shall cease, cease and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws a wholly owned subsidiary of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLPurchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SITEL Worldwide Corp), Agreement and Plan of Merger (Caci International Inc /De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub Corp shall be merged with and into the Company. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in company of the Merger (the “Surviving CorporationCompany”) and shall continue its corporate existence under the laws of the State of Delaware Delaware, and the separate corporate existence of Merger Corp shall succeed cease. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to and assume all of as the rights and obligations of the Company and Merger Sub in accordance with the DGCL“Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.), Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger (consummation of the “Merger, is sometimes hereinafter referred to as the "Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rowecom Inc), Agreement and Plan of Merger and Reorganization (Divine Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Merger Sub will merge with and in accordance with into the DGCL, Company at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the will terminate. The Company shall will be the surviving corporation Surviving Corporation in the Merger (the “Surviving Corporation”) and shall will continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLDelaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Partners Trust Financial Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, Agreement at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws a direct wholly-owned Subsidiary of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran 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, at the Effective Time, Merger Sub shall be merged merge with and into the CompanySeller. At the Effective Time, the separate corporate existence of Merger Sub Seller shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all Delaware. Upon consummation of the rights and obligations Merger, the separate corporate existence of the Company and Merger Sub in accordance with the DGCLshall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Ansys Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall will be merged with and into the CompanyCompany (the “Merger”) in accordance with the provisions of Section 251 of the DGCL. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of as the rights and obligations of surviving entity (in such capacity, the Company and Merger Sub in accordance with is sometimes referred to herein as the DGCL“Surviving Entity”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Sandridge Energy Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. At Company in accordance with the Effective Time, DGCL and (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (“DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company. At Company at the Effective Time. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellpoint, Inc), Agreement and Plan of Merger (Amerigroup Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company. At Company at the Effective Time. Following the Merger, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger the Company and Sub shall be merged consummate a merger (the “Merger”) pursuant to which (i) Sub shall merge with and into the Company. At the Effective Time, Company and the separate corporate existence of Merger Sub shall cease, thereupon cease and (ii) the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under to be governed by the laws of the State of Delaware and Delaware. The Merger shall succeed to and assume all of have the rights and obligations of the Company and Merger Sub effects set forth in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At , in accordance with the Effective Timeprovisions of the Delaware General Corporation Law (the “DGCL”), and the separate corporate existence of Merger Sub shall cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws a wholly owned Subsidiary of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canadian National Railway Co), Agreement and Plan of Merger (Kansas City Southern)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into Qwest (the Company“Merger”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company Qwest shall be continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurytel Inc), Agreement and Plan of Merger (Qwest Communications International Inc)
The Merger. Upon the terms and subject to the terms and conditions set forth in of this Agreement, Merger Sub shall merge with and in accordance with into the DGCL, Company at the Effective Time, Merger Sub shall be merged with . From and into the Company. At after the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and . The Merger shall continue its corporate existence under have the laws effects set forth in Section 259 of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLGeneral Corporation Law.
Appears in 1 contract
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, at the Effective TimeTime (as defined in Section 1.3), Merger Sub the Company shall be merged with and into the Company. At the Effective Time, Merger Sub and the separate corporate existence of the Company shall thereupon cease. Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) and "). The Merger shall continue its corporate existence under have the laws effects specified in the General Corporation Law of the State of Delaware and shall succeed to and assume all of Delaware, as amended (the rights and obligations of the Company and Merger Sub in accordance with the "DGCL").
Appears in 1 contract
Samples: Voting Agreement (Comps Com Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall will cease, and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws a subsidiary of the State of Delaware and shall succeed to and assume Parent with all of the rights its rights, privileges, immunities, powers and obligations of the Company and Merger Sub in accordance with the DGCLfranchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.)
The Merger. (a) Upon the terms and subject to the conditions 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 shall be merged with and into the CompanyCompany at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) ). The Merger shall have the effects set forth in this Agreement and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C&d Technologies Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. At the Effective TimeCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and will be a wholly owned subsidiary of Parent. The Merger shall continue its corporate existence under have the laws of effects specified in the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the General Corporation Law ("DGCL").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set ---------- forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger shall be effected and Sub shall be merged with and into the Company. At Company at the Effective TimeTime (as defined in Section 1.3), the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger. The surviving corporation of the Merger (shall be herein referred to as the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”). At The Company shall be the “Surviving Corporation” in the Merger and shall continue its existence as a corporation under the laws of the State of Delaware. As of the Effective Time, the separate corporate existence of Merger Sub shall cease, and . The Merger shall have the Company shall be the surviving corporation effects specified in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into T-3 (the Company. At the Effective Time“Merger”), the separate corporate existence of Merger Sub shall cease, cease and T-3 shall continue as the Company shall be the corporation surviving corporation in the Merger (the “Intermediate Surviving CorporationEntity” and, if there is no Second Merger as provided in Section 1.05, the “Surviving Entity”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
Appears in 1 contract
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as hereinafter defined), Merger Sub shall be merged with and into the Company. At Company in accordance with this Agreement and the Effective Timeapplicable provisions of the Delaware General Corporation Law ("DGCL"), and the separate corporate existence of Merger Sub shall cease, and thereupon cease (the "Merger"). The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
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Samples: Agreement and Plan of Merger (Medsource Technologies Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws an indirect wholly owned Subsidiary of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
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Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. At Company at the Effective TimeTime (the “Merger”). Following the Merger, the separate corporate existence of the Merger Sub shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.name “R2 Technology, Inc.”
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The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company. At Company in accordance with Section 251 of the Effective TimeDGCL, and (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
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The Merger. (a) Upon the terms and subject to the conditions 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 shall be merged with and into the CompanyCompany at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL").
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The Merger. Upon (a) On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged with and into the Company. At Company in the Effective TimeMerger, whereupon, the separate corporate existence of Merger Sub Subsidiary shall cease, cease and the Company shall be the surviving corporation entity in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all as a wholly owned subsidiary of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
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Samples: Agreement and Plan of Merger (American Woodmark Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at (a) At the Effective Time, Merger Sub shall be merged with and into the Company. At Company (the Effective Time“Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and upon the terms set forth in this Agreement, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall be continue as the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws ). As a result of the State Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Delaware Parent. The Merger and shall succeed other transactions contemplated by this Agreement, are referred to and assume all of herein as the rights and obligations of the Company and Merger Sub in accordance with the DGCL“Transactions.”
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Samples: Agreement and Plan of Merger (Easterly Acquisition Corp.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with 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. At The Merger shall occur at the Effective TimeTime (as defined herein). Following the Merger, the Company shall continue as the surviving corporation (sometimes referred to herein as the "Surviving Corporation") and the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
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The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the DGCLDGCL and the CCC, at the Effective Time, Merger Sub the Company shall be merged with and into the Company. At the Effective TimeMerger Sub, the separate corporate existence of with Merger Sub shall cease, and the Company shall be as the surviving corporation in the Merger (the “Surviving Corporation”) and "SURVIVING CORPORATION"), which shall continue its corporate existence under the laws of the State of Delaware Delaware, and shall succeed to and assume all of the rights and obligations separate existence of the Company and shall thereupon cease. As a result of the Merger, Merger Sub in accordance with will continue as a wholly-owned subsidiary of OpCo. The name of the DGCLSurviving Corporation shall be the name of the Company.
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The Merger. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub the Company shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company Merger Sub shall be the surviving corporation in the Merger (the “Surviving Corporation”) and and, as such, Merger Sub shall continue its corporate existence as a direct, wholly owned subsidiary of Parent under the laws of the State of Delaware Delaware, and shall succeed to and assume all of the rights and obligations separate corporate existence of the Company and Merger Sub in accordance with the DGCLthereupon shall cease.
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Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware (“Delaware Law”) as the Surviving Corporation and shall succeed to and assume all a wholly owned Subsidiary of the rights and obligations of the Company and Merger Sub in accordance with the DGCLParent.
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Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company. At Company at the Effective TimeTime (the “Merger”). Following the Merger, the Company shall continue as the surviving entity (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
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The Merger. Upon On the terms and subject to the conditions 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 shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (Merger. The Company, as the surviving corporation in the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
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The Merger. Upon At the terms Effective Time and subject to and upon the ---------- terms and conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL, at the Effective Time, ") Merger Sub shall be merged with and into the Company. At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company shall be continue as the surviving corporation in corporation. Company is sometimes referred to herein as the Merger (the “"Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL."
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Samples: Plan of Merger and Reorganization (Sciquest Com Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Time the Merger Sub shall be merged merge with and into the Company. At Company (the Effective Time“Merger”), whereupon the separate corporate existence of the Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL).
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The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware and shall succeed to and assume all of (“Delaware Law”) as the rights and obligations of the Company and Merger Sub in accordance with the DGCLSurviving Corporation.
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