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 56 contracts
Samples: Agreement and Plan of Merger (Augmedix, Inc.), Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (HireRight Holdings 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 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 28 contracts
Samples: Agreement and Plan of Merger (ZAGG Inc), Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online 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: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Mattersight Corp), Agreement and Plan of Merger (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: Agreement and Plan of Merger (CymaBay Therapeutics, Inc.), Agreement and Plan of Merger (Gilead Sciences, Inc.), Agreement and Plan of Merger (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 21 contracts
Samples: Agreement and Plan of Merger (WillScot Corp), Agreement and Plan of Merger (Amicus Therapeutics Inc), Agreement and Plan of Merger (Barr Pharmaceuticals 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: Agreement and Plan of Merger (Latch, Inc.), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Matria Healthcare Inc), Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology 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 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: Agreement and Plan of Merger (Medidata Solutions, Inc.), Agreement and Plan of Merger (Intermolecular Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Pacific Ethanol, Inc.), Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (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: Agreement and Plan of Merger (BSD Software Inc), Agreement and Plan of Merger (Nexland Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (RayzeBio, Inc.), Agreement and Plan of Merger (CinCor Pharma, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, 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: Agreement and Plan of Merger (PARETEUM Corp), Agreement and Plan of Merger (Ipass Inc), Agreement and Plan of Merger (Cavium, 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: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
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), Agreement and Plan of Reorganization (Kaynar Technologies Inc), Agreement and Plan of Reorganization (Sci 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, 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 (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Iv 6 Agreement and Plan of Merger (Paxar 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: Stockholder Agreement (Unify Corp), Stockholder Agreement (Axs One Inc), Agreement and Plan of Merger and Reorganization (Rowecom 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) 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 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 8 contracts
Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.), Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics 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: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (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: Registration Rights Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.), Merger Agreement (Clearday, 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: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos 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, 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: Agreement and Plan of Merger (Mossimo Giannulli), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD)
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: Agreement and Plan of Merger (Itxc Corp), Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Doubleclick 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: Agreement and Plan of Merger (Shockwave Medical, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, 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: Agreement and Plan of Merger (CCC Information Services Group Inc), Agreement and Plan of Merger (Eschelon Telecom Inc), Agreement and Plan of Merger (Spherion 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 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 7 contracts
Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.), Agreement and Plan of Merger (Channeladvisor Corp), Agreement and Plan of Merger (Cornerstone OnDemand 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: Agreement and Plan of Merger (Clubcorp Inc), Agreement and Plan of Merger (Knova Software, Inc.), Agreement and Plan of Merger (Boeing Co)
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.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (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. 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: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Information Holdings Inc), Agreement and Plan of Merger (Imperial Parking 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 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: Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Zhone 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, 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: Agreement and Plan of Merger and Reorganization (Embarcadero Technologies Inc), Agreement and Plan of Merger (James River Corp of Virginia), Agreement and Plan of Merger (General Instrument 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, 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, Agreement and Plan of Merger, Agreement and Plan of Merger (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: Agreement and Plan of Merger (Tufco Technologies Inc), Agreement and Plan of Merger (Peets Coffee & Tea Inc), Agreement and Plan of Merger (Diedrich Coffee 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, 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: Agreement and Plan of Merger (Beckman Coulter Inc), Agreement and Plan of Merger (Biosite Inc), Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Lantronix Inc), Agreement and Plan of Merger (Methode Electronics Inc), Agreement and Plan of Merger (Paychex 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: Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Cleveland-Cliffs 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 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 (Mapquest Com Inc), Agreement and Plan of Merger (Dallas Semiconductor Corp), Agreement and Plan of Merger (Maxim Integrated Products Inc)
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 (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (Pure 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, 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: Agreement and Plan of Merger and Reorganization (Abacus Direct Corp), Stockholder Agreement (Doubleclick Inc), Stockholder Agreement (Doubleclick 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 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: Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp), Agreement and Plan (Medicus Systems Corp /De/)
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: Agreement and Plan of Merger (EF Johnson Technologies, Inc.), Agreement and Plan of Merger (Bae Systems PLC), Agreement and Plan of Merger (MTC Technologies 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 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: Agreement and Plan of Merger (Valley Forge Corp), Agreement and Plan of Merger (Brining David R), Agreement and Plan of Merger (Kci 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 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: Agreement and Plan of Merger (Watson Pharmaceuticals Inc), Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Andrx Corp /De/)
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: Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (BakerCorp International, Inc.), Agreement and Plan of Merger (Post 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 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: Agreement and Plan of Merger (Trace International Holdings Inc), Agreement and Plan of Merger (Foamex Capital Corp), Agreement and Plan of Merger (Trace International Holdings 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: Agreement and Plan of Merger (Neff Rental LLC), Agreement and Plan of Merger (Driftwood Ventures, Inc.), Recapitalization Agreement (Neff Finance Corp.)
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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc 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: Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch International 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 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: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Penwest Pharmaceuticals Co)
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: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Starbase 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 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 4 contracts
Samples: Agreement and Plan of Merger (Yext, Inc.), Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger And (FOTV Media Networks 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 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 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: Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp), Agreement and Plan of Merger and Reorganization (Amis 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 Certificates of Merger and the applicable provisions of the DGCLDGCL and the CGS. 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 Corp. shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Acquisition Corp. shall become the debts, liabilities and duties of the Surviving Corporation, all without further act or deed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex 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: Employment Agreement (Document Security Systems Inc), Agreement and Plan of Merger (Vringo Inc), Agreement and Plan of Merger (Bio Lok International 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 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: Agreement and Plan of Merger (Novelis Inc.), Agreement and Plan of Merger (Aleris Corp), Agreement and Plan of Merger (Novelis 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 3 contracts
Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (IVERIC Bio, 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 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: Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan (Applied Micro Circuits Corp), Agreement and Plan of Merger (Applied Micro Circuits 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, 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: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.), Agreement and Plan of Merger (Prometheus Biosciences, 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 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: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (Esterline Technologies 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, 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: Agreement and Plan of Merger (Unique Fabricating, Inc.), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix Systems Inc)
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 3 contracts
Samples: Agreement and Plan of Merger (Troy Group Inc), Agreement and Plan of Merger (Troy Group Inc), Agreement and Plan of Merger (Boyd Bros Transportation 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: Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp), Agreement and Plan of Merger (Crane Co /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 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: Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories Inc /De/), Agreement and Plan of Merger (Discovery Laboratories 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: Agreement and Plan of Reorganization by And (Forbes Medi Tech Inc), Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix 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, 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: Agreement and Plan of Merger (Cirrus Logic, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, 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: Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Intersil Corp/De), Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp)
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: Agreement and Plan of Merger (Plato Learning Inc), Agreement and Plan of Merger (Wasatch Interactive Learning Corp), 1 Agreement and Plan of Merger (Plato Learning Inc)
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: Agreement and Plan of Merger and Reorganization (First Foundation Inc.), Agreement and Plan of Merger and Reorganization (First Foundation Inc.), Agreement and Plan of Merger and Reorganization (First Foundation 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: Agreement and Plan of Merger (Go2net Inc), Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos 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, 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: Agreement and Plan of Merger (Endo, Inc.), Agreement and Plan of Merger (Endo International PLC), Agreement and Plan of Merger (Biospecifics Technologies Corp)
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: Agreement and Plan of Merger (Viggle Inc.), Agreement and Plan of Merger (Viggle Inc.), Agreement and Plan of Merger (Viggle 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: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc), Consent and Support 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: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive 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 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: Agreement and Plan of Merger (Ydi Wireless Inc), Agreement and Plan of Merger (Phazar Corp), Agreement and Plan of Merger (Phazar 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 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 (Autologic Information International Inc), Agreement and Plan of Merger (Digene Corp)
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.), Agreement and Plan of Merger (Hill 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: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP 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: Agreement and Plan of Merger (Genesis Bioventures Inc), Agreement and Plan of Merger (Genesis Bioventures Inc), Agreement and Plan of Merger (Genesis Bioventures 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: Agreement and Plan of Merger (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 Agreement, in 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 all (a) of the assets, property, rights, privileges, immunities, 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 2 contracts
Samples: Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (Veeco Instruments Inc)
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 , 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 2 contracts
Samples: Agreement and Plan of Merger (U S Laboratories Inc), Agreement and Plan of Merger (U S Laboratories 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: Agreement and Plan of Merger (Belo Corp), Agreement and Plan of Merger (Gannett Co Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger will 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 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 2 contracts
Samples: Agreement and Plan of Merger (Tessco Technologies Inc), Agreement and Plan of Merger (Mandiant, 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 DGCLDGCL and the CGCL. 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 Co. shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Acquisition Co. shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Crdentia Corp), Agreement and Plan of Reorganization (Crdentia 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 Subsidiary shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of each of the Company and Merger Sub will Subsidiary shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Access Technology Corp), Agreement and Plan of Merger (Lecroy 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 shall vest in Parent 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 Parent as the Surviving Corporation.
Appears in 2 contracts
Samples: Stockholder Agreement (Messagemedia Inc), Agreement and Plan of Merger (Doubleclick 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, immunities, powers franchises, licenses and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
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: Agreement and Plan of Merger (Freerealtime Com Inc), Agreement and Plan of Merger (Freerealtime Com Inc)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as effects provided in by this Agreement and the DGCL and other applicable provisions of the DGCLLaw. 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 each of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust 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; 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: Agreement of Merger (Catalina Marketing Corp/De), Agreement of Merger (Catalina Marketing 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, 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: Agreement and Plan of Merger (Rouse Properties, Inc.), Agreement and Plan of Merger (Brookfield Asset Management 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, 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 2 contracts
Samples: Agreement and Plan of Merger (Symmetry Surgical Inc.), Agreement and Plan of Merger (Lawson Software, Inc.)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as 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 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 2 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen 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 Alliance and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Alliance and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio 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 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 2 contracts
Samples: Agreement and Plan of Merger (Official Payments Holdings, Inc.), Agreement and Plan of Merger (Aci Worldwide, Inc.)
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: Agreement and Plan of Merger (Associated Materials, LLC), Agreement and Plan of Merger (American Tire Distributors Holdings, Inc.)
