Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, franchises and purposes, and be subject to all the duties, liabilities, debts, obligations, restrictions and disabilities, of the Constituent Corporations, all without further act or deed.
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Samples: Merger Agreement (Microsemi Corp), Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Advanced Power Technology Inc)
Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Surviving Corporation shall succeed to and possess Effective Time, except as otherwise provided herein, all the propertiesproperty, rights, privileges, immunities, powers, powers and franchises of the Target and purposesthe Merger Sub shall vest in the Surviving Corporation, and be subject to all the duties, liabilities, debts, obligations, restrictions liabilities and disabilities, duties of the Constituent CorporationsTarget and the Merger Sub shall become the debts, all without further act or deedliabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Orion Acquisition Corp Ii), Merger Agreement (Orion Acquisition Corp Ii), Merger Agreement (Selena Pharmeceuticals Inc)
Effect of Merger. At the Effective Time, the effect of the Merger shall will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights and privileges of each of Merger Sub and SPAC shall vest in the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, franchises and purposesCompany, and be subject to all the dutiesdebts, liabilities, obligations and duties of each of Merger Sub and SPAC shall become debts, obligationsliabilities, restrictions obligations and disabilities, duties of the Constituent Corporations, all without further act or deedSurviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fintech Acquisition Corp V), Business Combination Agreement (MedTech Acquisition Corp)
Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger herein and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall succeed to and possess all of the properties, rights, privileges, immunities, powers, powers and franchises of the Company and purposes, the Merger Subsidiary shall vest in the Surviving Corporation and be subject to all of the dutiesdebts, liabilities, duties and obligations of the Company and the Merger Subsidiary shall become the debts, obligationsliabilities, restrictions duties and disabilities, obligations of the Constituent Corporations, all without further act or deedSurviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Chay Enterprises, Inc.), Merger Agreement (Boulder Specialty Brands, Inc.)
Effect of Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoingforegoing and subject thereto, by virtue of the Surviving Corporation shall succeed to Merger and possess without further act or deed, at the Effective Time all the propertiesproperty, rights, privileges, immunities, powers, powers and franchises of the Company and purposesMerger Sub shall vest in the Surviving Corporation, and be subject to all the dutiesdebts, liabilities, obligations and duties of the Company and Merger Sub shall become the debts, obligationsliabilities, restrictions obligations and disabilities, duties of the Constituent Corporations, all without further act or deedSurviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Affinia Group Intermediate Holdings Inc.)
Effect of Merger. At the Effective Time, if any, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Corporation shall succeed to and possess Effective Time, if any, all of the propertiesproperty, rights, privileges, immunities, powers, powers and franchises of the Company and purposesAcquisition Sub shall vest in the Surviving Corporation, and be subject to all the duties, liabilities, debts, obligations, restrictions liabilities and disabilities, duties of the Constituent CorporationsCompany and Acquisition Sub shall become the debts, all without further act or deedliabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Fortress Biotech, Inc.), Merger Agreement (National Holdings Corp)
Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Corporation shall succeed to and possess Effective Time, all the propertiesproperty, rights, privileges, immunities, powers, powers and franchises of the Company shall vest in the Surviving Corporation and purposes, and be subject to all the duties, liabilities, debts, obligations, restrictions liabilities and disabilities, duties of the Constituent CorporationsCompany shall become the debts, all without further act or deedliabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (North American Scientific Inc), Merger Agreement (Friede John A)
Effect of Merger. At From and after the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the ---------------- Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, powers and franchises and purposes, and be subject to all the duties, liabilities, debts, obligations, restrictions and disabilities, of the Constituent Corporationsrestrictions, disabilities and duties of the Company and Merger Subsidiary, all without further act or deedas provided under the DGCL.
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Effect of Merger. (a) At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto: (i) the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunitiespowers and franchises, powers, franchises of a public and purposesprivate nature, and shall be subject to all the dutiesrestrictions, liabilities, debts, obligations, restrictions disabilities and disabilities, duties of each of the Constituent Corporations, all without further act or deed.Constituent
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Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, franchises and purposes, and be subject to all the duties, liabilities, debts, obligations, restrictions and disabilities, of the Constituent Corporations, all without further act or deed.
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Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, franchises and purposesfranchises, and be subject to all the duties, liabilities, debts, obligations, restrictions and disabilities, of the Constituent Corporations, all without further act or deed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)
Effect of Merger. At the Effective Time, the The effect of the Merger shall be as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions section 259 of the DGCL. Without limiting the generality of the foregoingDGCL and, as such, the Surviving Corporation shall succeed to and possess all the properties, rights, privileges, immunities, powers, franchises and purposes, and shall be subject to all the duties, liabilities, debts, obligations, restrictions and disabilities, of the Constituent Corporations, all without further act or deed.
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Effect of Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Surviving Corporation shall succeed to and possess Effective Time, all the properties, rights, privileges, immunities, powers, powers and franchises of the Company and purposesMerger Sub shall vest in the Surviving Corporation, and be subject to all the duties, liabilities, debts, obligations, restrictions liabilities and disabilities, duties of the Constituent CorporationsCompany and Merger Sub shall become the debts, all without further act or deedliabilities and duties of the Surviving Corporation.
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