Common use of Effect of the Merger Clause in Contracts

Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Appears in 62 contracts

Samples: Agreement and Plan of Merger (Squarespace, Inc.), Merger Agreement (Thoughtworks Holding, Inc.), Merger Agreement (R1 RCM Inc. /DE)

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Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 30 contracts

Samples: Merger Agreement, Merger Agreement (ZAGG Inc), Merger Agreement (B. Riley Financial, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 26 contracts

Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Mattersight Corp), Merger Agreement (Itron Inc /Wa/)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 25 contracts

Samples: Merger Agreement (Gilead Sciences, Inc.), Merger Agreement (CymaBay Therapeutics, Inc.), Merger Agreement (Intercept Pharmaceuticals, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 24 contracts

Samples: Merger Agreement (WillScot Corp), Agreement and Plan of Merger (Amicus Therapeutics Inc), Merger Agreement (Si Technologies Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.

Appears in 14 contracts

Samples: Merger Agreement (Latch, Inc.), Merger Agreement (NantKwest, Inc.), Agreement and Plan of Merger (AVG Technologies N.V.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 12 contracts

Samples: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Multi Link Telecommunications Inc), Merger Agreement (Matria Healthcare Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 12 contracts

Samples: Merger Agreement (Medidata Solutions, Inc.), Merger Agreement (Intermolecular Inc), Merger Agreement (American Commercial Lines Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.

Appears in 11 contracts

Samples: Merger Agreement (Pacific Ethanol, Inc.), Merger Agreement (Inamed Corp), Merger Agreement (Kratos Defense & Security Solutions, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, rights privileges, powers and powers, franchises of the Company and the Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and the Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 11 contracts

Samples: Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc), Merger Agreement (Neomedia Technologies Inc)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 11 contracts

Samples: Merger Agreement (RayzeBio, Inc.), Merger Agreement (CinCor Pharma, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Avid Bioservices, Inc.), Merger Agreement (PetIQ, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.

Appears in 10 contracts

Samples: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Aratana Therapeutics, Inc.), Merger Agreement (Mill Road Capital II, L.P.)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 10 contracts

Samples: Merger Agreement (Longboard Pharmaceuticals, Inc.), Merger Agreement (Oyster Point Pharma, Inc.), Merger Agreement (Supernus Pharmaceuticals, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 10 contracts

Samples: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc), Merger Agreement (Qlogic Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 9 contracts

Samples: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Merger Agreement (Workgroup Technology Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 9 contracts

Samples: Merger Agreement (Axs One Inc), Merger Agreement (Unify Corp), Merger Agreement (Divine Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Cea Acquisition Corp), Merger Agreement (Chiste Corp), Agreement and Plan of Reorganization (Sanmina Corp/De)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed to pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 9 contracts

Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Buyer shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub will Buyer shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (iPCS, INC), Merger Agreement (Sprint Nextel Corp), Merger Agreement (Alamosa Holdings Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (Comsys It Partners Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Merger Agreement (Matria Healthcare Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 8 contracts

Samples: Merger Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.), Merger Agreement (Viveon Health Acquisition Corp.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will the Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Xyratex LTD), Merger Agreement (Mossimo Inc), Merger Agreement (Xyratex LTD)

Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided set forth in this Agreement 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 (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.), Merger Agreement (Transphorm, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Shockwave Medical, Inc.), Merger Agreement (Ambrx Biopharma, Inc.), Merger Agreement (Ambrx Biopharma, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Clubcorp Inc), Merger Agreement (Boeing Co), Merger Agreement (Knova Software, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , without revision or impairment, and (b) debts, liabilities and duties of the Company and Merger Sub will become shall be the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Ikos Systems Inc), Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Imperial Parking Corp), Merger Agreement (Click Commerce Inc), Merger Agreement (Information Holdings Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in Company as the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of Company as the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Itxc Corp), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Netgravity Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers powers, franchises and franchises assets of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.

Appears in 7 contracts

Samples: Merger Agreement (Spherion Corp), Agreement and Plan of Merger (Texas Market Tire, Inc.), Merger Agreement (Texas Market Tire, Inc.)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, property rights, privileges, immunities, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc), Merger Agreement (Biosite Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of Merger Sub and the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Sorrento Networks Corp), Merger Agreement (Pfsweb Inc), Merger Agreement (Ecost Com Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Embarcadero Technologies Inc), Merger Agreement (Motorola Inc), Merger Agreement (Usa Waste Services Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Agreement and Plan of Merger, Merger Agreement, Merger Agreement (Black Box Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Tufco Technologies Inc), Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Diedrich Coffee Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub will shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving Corporation.

Appears in 6 contracts

Samples: Merger Agreement (Lantronix Inc), Merger Agreement (Methode Electronics Inc), Merger Agreement (Paychex Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed to pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debtsall restrictions, liabilities disabilities and duties of the Company and Merger Sub will shall become the debtsrestrictions, liabilities disabilities and duties of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Yext, Inc.), Merger Agreement, Merger Agreement

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (America Online Inc), Merger Agreement (Mapquest Com Inc), Merger Agreement (Generex Biotechnology Corp)

Effect of the Merger. At and after the Effective Time, the effect of the Merger will be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub Mergerco will vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub Mergerco will become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Media Arts Group Inc), Merger Agreement (Media Arts Group Inc), Merger Agreement (Troy Group Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time Time, the Surviving Corporation shall have all (a) of the propertyproperties, rights, privileges, purposes, and powers and franchises debts, duties, and liabilities of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationCompany.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Investools Inc), Merger Agreement (Optium Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (MTC Technologies Inc), Merger Agreement (BAE Systems, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in Company as the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of Company as the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Abacus Direct Corp), Merger Agreement (Doubleclick Inc), Merger Agreement (Doubleclick Inc)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises property of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Starbase Corp), Merger Agreement (Borland Software Corp), Merger Agreement (Borland Software Corp)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, assets, rights, privileges, immunities, purposes, powers and franchises of each of the Company and Merger Sub will shall vest in the Surviving Corporation; Company without transfer, reversion or impairment and (b) all debts, obligations and liabilities and duties of each of the Company and Merger Sub will shall become the debts, obligations and liabilities and duties of the Surviving CorporationCompany.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.), Merger Agreement (Evofem Biosciences, Inc.)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Acquisition Agreement, Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions in Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Neff Rental LLC), Recapitalization Agreement (Neff Finance Corp.), Merger Agreement (Driftwood Ventures, Inc.)

Effect of the Merger. (a) At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing (and subject thereto), at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) [Reserved].

Appears in 4 contracts

Samples: Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp), Merger Agreement (Emc Corp)

Effect of the Merger. At the Merger Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject theretoafter the Merger Effective Time, at the Effective Time Surviving Corporation shall possess all (a) of the propertyproperties, rights, privileges, powers and franchises of Parent and Merger Sub, and all of the Company claims, obligations, liabilities, debts and duties of Parent and Merger Sub will vest shall be vested in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Synergx Systems Inc), Merger Agreement (Hirsch International Corp), Merger Agreement (Hirsch International Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Catalyst Semiconductor Inc), Merger Agreement (On Semiconductor Corp), Merger Agreement (On Semiconductor Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, powers and franchises of the Company Medicus and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Medicus and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Medicus Systems Corp /De/)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of each of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the WBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided in this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc), Merger Agreement (Watson Pharmaceuticals Inc)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger FKW Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger FKW Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Robertson M G), Merger Agreement (International Family Entertainment Inc), Merger Agreement (Regent University)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and in Article II hereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Trace International Holdings Inc), Merger Agreement (Trace International Holdings Inc), Merger Agreement (Foamex Capital Corp)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (Brining David R), Merger Agreement (Kci Acquisition Corp), Merger Agreement (Valley Forge Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (United Rentals North America Inc), Merger Agreement (BakerCorp International, Inc.), Merger Agreement (Post Holdings, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Acquisition shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Lycos Inc), Merger Agreement (Lycos Inc), Merger Agreement (Go2net Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, except as provided by the DGCL.

Appears in 3 contracts

Samples: Merger Agreement (Cerevel Therapeutics Holdings, Inc.), Merger Agreement (Nextgen Healthcare, Inc.), Merger Agreement (Prometheus Biosciences, Inc.)

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Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL and other applicable Law.

Appears in 3 contracts

Samples: Merger Agreement (Mikros Systems Corp), Merger Agreement (TransDigm Group INC), Merger Agreement (Esterline Technologies Corp)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time Time, all (a) of the propertyproperties, rights, privileges, immunities, licenses, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Novelis Inc.), Merger Agreement (Aleris Corp), Merger Agreement (Novelis Inc.)

Effect of the Merger. At the Effective Time, the effect of the The Merger will be as have the effects provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Parent shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Parent shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Amc Entertainment Inc), Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Marquee Holdings Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Target shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Target shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and Merger Sub will vest in the Surviving Corporation; and (b) franchises, debts, liabilities Liabilities, duties and duties of the Company and Merger Sub will become the debts, liabilities and duties obligations of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)

Effect of the Merger. At and after the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and WBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Plato Learning Inc), Merger Agreement (Wasatch Interactive Learning Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of each of the Company and Merger Sub will Purchaser shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Signal Technology Corp), Merger Agreement (Crane Co /De/), Merger Agreement (Crane Co /De/)

Effect of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger will be as provided and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.), Merger Agreement (Hill International, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will -------------------- shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers powers, and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp), Merger Agreement (Ydi Wireless Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Unique Fabricating, Inc.), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Forbes Medi Tech Inc), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)

Effect of the Merger. At The effect of the Merger shall be as provided in Section 251 of the DGCL. As a result of the Merger, by operation of law and without further act or deed, at the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers interests and franchises other assets of the Company and Merger Sub will vest shall be transferred to and vested in the Surviving Corporation; , and (b) debts, the Surviving Corporation shall assume all of the liabilities and duties obligations of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationSub.

Appears in 3 contracts

Samples: Merger Agreement (New M-Flex Holding CORP), Plan of Merger (Lawson Holdings, Inc.), Plan of Merger (Lawson Software Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; Company, and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving CorporationCompany.

Appears in 3 contracts

Samples: Merger Agreement (NV5 Global, Inc.), Merger Agreement (Tyler Technologies Inc), Merger Agreement (Flir Systems Inc)

Effect of the Merger. At and after the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises franchises, and be subject to all of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debtsrestrictions, liabilities disabilities and duties of the Company and Merger Sub will become the debtsSub, liabilities and duties as provided under Section 259 of the Surviving CorporationDGCL.

Appears in 3 contracts

Samples: Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.)

Effect of the Merger. At From and after the Effective Time, the effect of ----------------------- Merger shall have all the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) Time, by virtue of the propertyMerger, all properties, rights, privileges, powers and franchises of the Company TARGET and Merger Sub will ACQUISITION CORP. shall vest in the Surviving Corporation; SURVIVING CORPORATION and (b) all debts, liabilities and duties of the Company TARGET and Merger Sub will ACQUISITION CORP. shall become the debts, liabilities and duties of the Surviving CorporationSURVIVING CORPORATION.

Appears in 3 contracts

Samples: Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company Seller and Merger Sub will Acquisition Subsidiary shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Seller and Merger Sub will Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Discovery Laboratories Inc /De/), Merger Agreement (Discovery Laboratories Inc), Merger Agreement (Discovery Laboratories Inc /De/)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement accordance with the DGCL and the applicable provisions of the DGCLFBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided herein, in this Agreement the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Meru Networks Inc)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Intersil Corp/De), Merger Agreement (California Micro Devices Corp), Merger Agreement (On Semiconductor Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises franchises, and all other interests of the Company and Merger Sub will vest in shall be the property of the Surviving Corporation; , and (b) all debts, liabilities and duties of each of the Company and Merger Sub will become shall be the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Kensington Capital Acquisition Corp.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Endo, Inc.), Merger Agreement (Endo International PLC), Merger Agreement (Biospecifics Technologies Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Cirrus Logic, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Nuvasive Inc), Master Agreement, Agreement and Plan of Reorganization (Critical Path Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; Sub, and (b) shall be subject to all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationSub.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Digene Corp), Agreement and Plan of Merger (Digene Corp), Merger Agreement (Autologic Information International Inc)

Effect of the Merger. At the Merger Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time all (a) of the property, rights, privileges, privileges and powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) debts, all liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc), Merger Agreement (Bio Lok International Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company RedChip and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company RedChip and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Freerealtime Com Inc), Merger Agreement (Freerealtime Com Inc)

Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Harcor Energy Inc), Merger Agreement (Seneca West Corp)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting At the generality Effective Time, all of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company East and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company East and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (WPX Energy, Inc.), Merger Agreement (Devon Energy Corp/De)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Echo Healthcare Acquisition Corp.), Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL (including Section 259 of the DGCL). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Whole Foods Market Inc), Merger Agreement (Wild Oats Markets Inc)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest shall be vested in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Case Credit Corp), Merger Agreement (Case Corp)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, privileges and powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) debts, liabilities and duties all Liabilities of the Company and Merger Acquisition Sub will shall become the debts, liabilities and duties Liabilities of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Rouse Properties, Inc.), Merger Agreement (Brookfield Asset Management Inc.)

Effect of the Merger. At the Effective Time, the effect of the The Merger will be as provided have the effects set forth in this Agreement and the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub will vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties obligations of the Company and Merger Sub will become the debts, liabilities and duties obligations of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Westlake Chemical Corp), Merger Agreement (Axiall Corp/De/)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers powers, franchises and franchises assets of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Associated Materials, LLC), Merger Agreement (American Tire Distributors Holdings, Inc.)

Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement 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 Time, except as otherwise provided herein, all (a) of the propertyProperty, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debtsall Debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debtsDebts, liabilities Liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties obligations of the Company and Merger Sub will shall become the debts, liabilities and duties obligations of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Belo Corp), Merger Agreement (Gannett Co Inc /De/)

Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions in Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyAssets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Rock-Tenn CO), Merger Agreement (Rock-Tenn CO)

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