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”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Northrop Grumman Corp /De/), Agreement and Plan of Merger (Orbital Atk, Inc.), Agreement and Plan of Merger (Merge Healthcare Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Advo Inc), Agreement and Plan of Merger (Meridian Medical Technologies Inc)
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”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Overseas Shipholding Group Inc), Agreement and Plan of Split Off and Merger (Inverness Medical Technology Inc/De), Agreement and Plan of Merger (Orapharma Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Black Knight, Inc.), Agreement and Plan of Merger (Dialogic Inc.), Agreement and Plan of Merger (Fidelity National Financial, Inc.)
The Merger. 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 Delaware, as amended (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 7 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Kenetech Corp), Agreement and Plan of Merger (First Commonwealth 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Us Airways Inc), Agreement and Plan of Merger (Us Airways Inc)
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”"), Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent (in such capacity, the “Surviving Corporation”Company is sometimes referred to as the "SURVIVING CORPORATION").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (NCS Healthcare Inc), Agreement and Plan of Merger (Omnicare Inc), Agreement and Plan of Merger (Omnicare Inc)
The Merger. 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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (First Data Corp), Agreement and Plan of Merger (Corvis Corp), Agreement and Plan of Merger (Dekalb Genetics Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MFN Financial Corp), Agreement and Plan of Merger (True North Communications Inc), Voting Agreement (Concord Efs Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (CD&R Associates VIII, Ltd.)
The Merger. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the “DGCL”)Effective Time, Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall be governed by the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Gryphon Holdings Inc), Agreement and Plan of Merger (Gryphon Holdings Inc), Agreement and Plan of Merger (Markel 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.3). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as be the surviving corporation (the “"Surviving Corporation”)") and become a wholly owned subsidiary of Parent and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mapco Inc), Agreement and Plan of Merger (Travelers Group Inc), Agreement and Plan of Merger (Salomon Inc)
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”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Ruby Merger Corp.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the General Corporation Law of DGCL, at the State of Delaware (the “DGCL”)Effective Time, Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, whereupon the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and 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 4 contracts
Samples: Agreement and Plan of Merger (Innerworkings Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (West Marine Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and Plan of Merger (the "Agreement"), and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”), ") Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Upon the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Davco Restaurants Inc), Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Sherrill Stephen)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”") and the Delaware Limited Liability Company Act (the "LLC Act"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL and the LLC Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and as a wholly owned Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Covance Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tempur Pedic International Inc), Agreement and Plan of Merger (Sealy Corp), Agreement and Plan of Merger (HUGHES Telematics, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in In accordance with the General Corporation Law provisions of this Agreement and the State of Delaware DGCL, at the Effective Time (the “DGCL”as defined in Section 1.2), Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time"Merger"), the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter called the “"Surviving Corporation”)") and shall continue its corporate existence under the laws of the State of Delaware. The Merger shall have the effects set forth in Section 259(a) of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Uici), Agreement and Plan of Merger (Uici), Agreement and Plan of Merger (Healthplan Services Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law of DGCL, on the State of Delaware Effective Time (the “DGCL”as hereinafter defined), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “"Surviving Corporation”"), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Prometheus Senior Quarters LLC), Agreement and Plan of Merger (Kapson Senior Quarters 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp)
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 (as defined in Section 1.3), Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”)") and shall continue under the name LIN Television Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Lin Television 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 2.3). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)."SURVIVING CORPORATION") and shall
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Quarterdeck Corp)
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”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Chase Industries Inc), Exhibit 1 Agreement and Plan of Merger (Citigroup 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 of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). At the election of Parent, any direct or indirect wholly owned subsidiary 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 3 contracts
Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc), Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)
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”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capstar Broadcasting Corp), Agreement and Plan of Merger (Triathlon Broadcasting Co), Agreement and Plan of Merger (SFX Broadcasting Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementherein, and in accordance with at the General Corporation Law of the State of Delaware (the “DGCL”)Effective Time, Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time"Merger"), the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (hereinafter sometimes referred to as the “"Surviving Corporation”"). The Merger shall have the effects set forth in the Delaware General Corporation Law (the "DGCL").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Guidant Corp), Agreement and Plan of Merger (Incontrol Inc), 4 Agreement and Plan of Merger (Incontrol Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation (in the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.” The Merger and the other transactions contemplated by this Agreement (excluding the Financing) are referred to in this Agreement collectively as the “Transactions.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law relevant provisions of the State of Delaware (DGCL, the “DGCL”), Sub shall be merged with and into the Company at as soon as practicable following the Effective Timesatisfaction or waiver, if permissible, of the conditions set forth in Article VI hereof. At The Company shall be the Effective Timesurviving corporation in the Merger (the "Surviving Corporation") under the name Living Centers of America, Inc. (or such other name as the parties shall agree) and shall continue its existence under the laws of Delaware. The separate corporate existence of the Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Grancare Inc), Agreement and Plan of Merger (Living Centers of America 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime of the Merger. At the Effective TimeTime of the Merger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”)corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Walsh International Inc \De\)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, hereof and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime of the Merger (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan (Emersub Lxxiv Inc), Agreement and Plan of Merger (Daniel Industries Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in In accordance with the General Corporation Law provisions of this Agreement and the State of Delaware DGCL, at the Effective Time (the “DGCL”as defined in Section 1.02), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub (except as it may be continued by operation of law) shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter called the “"Surviving Corporation”)") and shall continue its corporate existence under the laws of the State of Delaware. The Merger shall have the effects set forth in Section 259 of the DGCL.
Appears in 2 contracts
Samples: V 7 Agreement and Plan of Merger (Aurora Electronics Inc), V 7 Agreement and Plan of Merger (Cerplex Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the Laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NetSpend Holdings, Inc.), Agreement and Plan of Merger (Total System Services Inc)
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 Delaware, as amended (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caterpillar Inc), Agreement and Plan of Merger (Bucyrus 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 of the State of Delaware (the “DGCL”), at the Effective Time Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Absolut Spirits CO INC), Agreement and Plan of Merger (Cruzan International, Inc.)
The Merger. 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”"), Sub the Company shall be merged with and into the Company Sub at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Sub the Company shall cease and the Company Sub shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of the Sub and the Company in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Isg Resources Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement---------- hereof, and in accordance with the General Corporation Law of the State of Delaware Delaware, as amended (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Earth Technology Corp Usa), Agreement and Plan of Merger (Tyco International LTD)
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”), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meridian Resource Corp), Agreement and Plan of Merger (Cairn Energy Usa Inc)
The Merger. Upon At the Effective Time (as defined below) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (and as a wholly owned subsidiary of Parent. The surviving corporation is hereinafter referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger And (FOTV Media Networks Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.2), Sub shall merge with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall thereupon cease and the Company shall continue as the surviving corporation. The Company, in its capacity as the corporation (surviving the “Merger, is sometimes hereinafter referred to as the "Surviving Corporation”)."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Net Perceptions 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as be the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Maxcor Financial Group Inc), Agreement and Plan of Merger (International Wireless Communications Holdings Inc)
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”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)SURVIVING CORPORATION) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Sapphire Expansion 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (as such, the “"Surviving Corporation”)") and a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usx Corp), Agreement and Plan of Merger (Pennaco Energy Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orphan Medical Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals Inc)
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”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DemandTec, Inc.), Agreement and Plan of Merger (Western Digital Corp)
The Merger. 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, Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan (Celgene Corp /De/), Agreement and Plan (Abraxis BioScience, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with Section 251 of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Voip Inc), Agreement and Plan of Merger (Onyx Acceptance Corp)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VI, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At and following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.2). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions 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 of the State of Delaware (the “DGCL”), at the Effective Time, Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub shall cease thereupon cease, and the Company shall be the successor or surviving corporation and shall continue its existence under the Laws of the State of Delaware. The Company, as the surviving corporation (after the consummation of the Merger, shall be sometimes hereinafter referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resonate Inc), Agreement and Plan of Merger (Resonate Inc)
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”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Applebees International Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the Delaware General Corporation Law of the State of Delaware Law, as amended (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (and as a wholly owned subsidiary of Parent. The surviving corporation is hereinafter referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rovi Corp), Agreement and Plan of Merger (Nuance Communications, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law relevant provisions of the State of Delaware (DGCL, the “DGCL”), Sub shall be merged with and into the Company at as soon as practicable following the Effective Timesatisfaction or waiver, if permissible, of the conditions set forth in Article VI hereof. At The Company shall be the Effective Timesurviving corporation in the Merger (in such capacity, sometimes referred to herein as the "Surviving Corporation") under the name Living Centers of America, Inc. (or such other name as the parties shall agree) and shall continue its existence under the laws of Delaware. The separate corporate existence of the Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chase Equity Associates L P), Agreement and Plan of Merger (Living Centers of America Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law relevant provisions of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at as soon as practicable following the Effective Timesatisfaction or waiver, if permissible, of the conditions set forth in Article VI hereof. At The Company shall be the Effective Timesurviving corporation in the Merger (the "Surviving Corporation") under the name Mariner Health Group, Inc. (or such other name as the parties shall agree) and shall continue its existence under the laws of Delaware. The separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mariner Health Group Inc), Agreement and Plan of Merger (Paragon Health Network 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL. The Merger 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 (Championship Auto Racing Teams Inc), Agreement and Plan of Merger (Championship Auto Racing Teams Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Oshkosh B Gosh Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as be the surviving corporation (the “"Surviving Corporation”"), shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL and shall become a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newgen Results Corp), Agreement and Plan of Merger (Teletech Holdings 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company Hi/Lo at the Effective TimeTime (as defined in Section 1.3). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company Hi/Lo shall continue as be the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hi Lo Automotive Inc /De), Agreement and Plan of Merger (Discount Auto Parts Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as hereinafter defined), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Efunds Corp)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the ---- Company at the Effective TimeTime of the Merger. At Upon the Effective TimeTime of the Merger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”)corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perseptive Biosystems Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.2), Sub shall merge with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall thereupon cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). The Company, in its capacity as the corporation surviving the Merger, is sometimes hereinafter referred to as the "Surviving Corporation."
Appears in 1 contract
Samples: Merger Agreement (New England Business Service Inc)
The Merger. 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”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.2). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Company shall sometimes hereinafter be referred to as the "Surviving Corporation”)") and as a wholly-owned subsidiary of Parent.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law provisions of the State of Delaware General Corporations Law (the “DGCL”), Sub at the Effective Time, Subcorp shall be merged with and into the Company at Company, whereupon, as a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Sub Subcorp shall cease cease, and the Company shall continue its existence under the laws of the State of Delaware. The Company in its capacity as the corporation surviving corporation (the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Financial Partners Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the “DGCL”as hereinafter defined), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (APP Pharmaceuticals, 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Corporations Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.2). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)Company") and shall succeed to and assume all the rights and obligations of the Company in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the General Corporation Law of DGCL, at the State of Delaware Effective Time (the “DGCL”as defined below), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the laws of the State of Delaware.
Appears in 1 contract
Samples: Agreement (Deltek, 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 of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Water Works Company, 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 of the State of Delaware (the “DGCL”), the Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of the Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)
The Merger. Upon (a) On the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “"DGCL”"), at the Effective Time (as defined below), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation under the laws of the State of Delaware under the name of CPI Corp. (the “Surviving Corporation”"SURVIVING CORPORATION").
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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”"). The Merger and the other transactions contemplated by this Agreement and the other Transaction Agreements (as defined in Section 10.03) are referred to in this Agreement collectively as the "Transactions".
Appears in 1 contract
Samples: Agreement and Plan of Merger (Igen International Inc /De)
The Merger. Upon the terms and subject to the conditions herein set forth in this Agreementforth, and in accordance with the General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company INS at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub INS shall cease and the Company shall continue as be the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Network Services)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub ---- shall be merged with and into the Company at the Effective TimeTime (as defined in Section 2.3). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and --------------------- obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Sub shall merge with and into Company. Company shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Delaware (Delaware. Upon consummation of the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)terminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chase Manhattan Corp /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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.3). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interwave Communications International LTD)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.05). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)"SURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rexam Acquisition Subsidiary Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of 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 hereinafter as the “Surviving Corporation.”).
Appears in 1 contract
The Merger. Section 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the Delaware General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as hereinafter defined), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the corporation surviving corporation the Merger (the “Surviving Corporation”), shall by virtue of the Merger continue its corporate existence under the Laws of the State of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lapolla Industries Inc)
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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Industries Holdings, 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 of the State of Delaware (the “"DGCL”"), Sub the Company shall be merged with and into the Company Sub at the Effective Time. At Upon the Effective Time, the separate corporate existence of Sub shall cease and the Company shall cease, and Sub shall continue as the surviving corporation (the “"Surviving Corporation”).") having the name International Dairy Queen, Inc.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hathaway 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”), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL. The Merger shall have the effects set forth in Section 259 of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prosper Marketplace, 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Del Laboratories 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)"SURVIVING CORPORATION") and shall succeed to and assume all the rights and --------------------- obligations of Sub in accordance with the DGCL.
Appears in 1 contract
The Merger. Upon At the Effective Time (as defined in Section 1.02) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (and as a wholly-owned subsidiary of Parent. The Company after the “Merger is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
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 (as hereinafter defined), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation in the Merger (the “"Surviving Corporation”"), shall by virtue of the Merger continue its corporate existence in accordance with the DGCL.
Appears in 1 contract
The Merger. 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 Delaware, as amended (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).the
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, ---------- and in accordance with the Delaware General Corporation Law of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interpublic Group of 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the ---- Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION"). As a result of the Merger, the --------------------- Company shall become a wholly-owned Subsidiary of Parent.
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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At Following the Effective TimeMerger, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northbay Financial Corp)
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”"), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”"SURVIVING CORPORATION"). The Merger, the payment of cash in connection with the Merger and the other transactions contemplated by this Agreement (including the Financing) are referred to herein as the "TRANSACTIONS".
Appears in 1 contract
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”"), Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent (in such capacity, the “Company is sometimes referred to as the "Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genesis Health Ventures Inc /Pa)
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”"), Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
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 of the State of Delaware (the “"DGCL”"), Sub shall will be merged with and into the Company at the Effective Time. At the Effective Time, Time (as defined herein) and the separate corporate existence of Sub shall cease and will thereupon cease. Following the Company shall continue as the surviving corporation (the “Surviving Corporation”).Effective Time, the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transmedia Asia Pacific 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 of the State of Delaware (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as hereinafter defined). At Upon the Effective Time, the separate corporate existence of Sub shall cease cease, and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chart Industries Inc)
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”), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.03). At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rational Software Corp)
The Merger. Upon the terms and subject to the conditions set forth in this the Agreement, and in accordance with the Delaware General Corporation Law of the State of Delaware Law, as amended (the “"DGCL”"), Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 2.03). At Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services 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 of the State of Delaware (the “"DGCL”"), the Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of the Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of the Sub in accordance with the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fidelity National Financial Inc /De/)
The Merger. Upon the terms and subject to the conditions hereof, at the Effective Time, Sub shall be merged with and into Company and the separate corporate existence of Sub shall thereupon cease, and Company shall be the surviving corporation in the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in this Agreement, and in accordance with Section 259 of the General Corporation Law of the State of Delaware (the “DGCL”), Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Star Quality Care Inc)
