Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 28 contracts
Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (Nuvasive Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 27 contracts
Samples: Agreement and Plan of Merger (Quality Systems, Inc), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Answers CORP)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 23 contracts
Samples: Agreement and Plan of Merger (Seebeyond Technology Corp), Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Microsemi Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc), Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Merger (Business Objects Sa)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Colt Defense LLC), Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger (Broadcom Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Stratasys Inc), Agreement and Plan of Merger and Reorganization (Saflink Corp), Agreement and Plan of Merger and Reorganization (Saflink Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law, including Section 259 of the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target and Merger Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Language Line Costa Rica, LLC), Agreement and Plan of Merger (Language Line Holdings, Inc.), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Agreement and Plan of Merger, Agreement and Plan of Merger (Coupa Software Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Salesforce Com Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime all of the assets, all the propertyproperties, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities liabilities, obligations, restrictions and duties of Target the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (On Technology Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (Ashford Com Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Splunk Inc), Agreement and Plan of Merger (Cisco Systems, Inc.), Original Agreement (Acacia Communications, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Euniverse Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers powers, and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Insightful Corp), Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Merger and Reorganization (Sage Inc/Ca)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (Tegal Corp /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target and Merger Sub shall Company will vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations and duties of Target and Merger Sub shall Company will become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Wavedancer, Inc.), Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Merger and Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (McAfee Associates Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger Reorganization (8x8 Inc /De/), Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (Netlogic Microsystems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Cybersource Corp), Agreement and Plan of Merger (Visa Inc.), Agreement and Plan of Merger (Lexar Media Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Outerwall Inc), Agreement and Plan of Merger (Affymetrix Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Neon Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyassets, properties, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities liabilities, obligations, restrictions and duties of Target the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Oplink Communications Inc), Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (3com Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MongoDB, Inc.), Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Simex Technologies Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Strategic Distribution Inc), Agreement and Plan of Merger (Unilab Corp /De/), Agreement and Plan of Merger (Moviefone Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Merger (Vantagemed Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Commerce One Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Rational Software Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law, including Section 259 of the General Corporation Law of the State of Delaware (the “DGCL”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in Company as the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub 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 (Epoch Biosciences Inc), Merger Agreement (Ness Technologies Inc), Agreement and Plan of Merger (24/7 Media Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of Target Seagate and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities Liabilities and duties of Target Seagate and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Seagate Technology Inc), Agreement and Plan of Merger and Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Merger and Reorganization (Seagate Technology Holdings)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Merger (Xicor Inc), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, obligations, claims, liabilities and duties of Target the Company and Merger Sub shall become the debts, obligations, claims, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Motorola Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporationfranchises, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Moneyzone Com), Agreement and Plan of Reorganization (Moneyzone Com), Agreement and Plan of Reorganization (Moneyzone Com)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc), Agreement and Plan of Reorganization (Novellus Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mariner Energy Inc), Agreement and Plan of Merger (Pogo Producing Co), Agreement and Plan of Merger (Plains Exploration & Production Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
Effect of the Merger. At the Effective Time, the effect of the -------------------- Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving CorporationSub, and shall be subject to all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationSub.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Kana Communications Inc), Voting Agreement (Broadbase Software Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Barracuda Networks Inc), Agreement and Plan of Merger (NetApp, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Informatica Corp), Agreement and Plan of Merger (Carrier Access Corp), Merger Agreement (Software Com Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Merger Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Ibf Vi Guaranteed Income Fund), Acquisition Agreement and Plan of Merger (Sunset Brands Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Stock Exchange and Merger Agreement (Leap Technology Inc / De), Stock Exchange and Merger Agreement (Ivillage Inc), Stock Exchange and Merger Agreement (Ivillage Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paylocity Holding Corp), Agreement and Plan of Merger (Q2 Holdings, Inc.), Agreement and Plan of Merger
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Corixa Corp), Agreement and Plan of Merger (Coulter Pharmaceuticals Inc), Agreement and Plan of Merger (Corixa Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth in this Agreement and as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc), Agreement and Plan of Reorganization (Aruba Networks, Inc.), Section Reference in Agreement (Autodesk Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate Agreement of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Proofpoint Inc), Agreement and Plan of Merger (Proofpoint Inc), Agreement and Plan of Merger (Proofpoint Inc)
Effect of the Merger. At the Effective Time, Time the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target Parent Sub and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Parent Sub and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware LawCode. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Company as the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Company as the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (About Com Inc), Agreement and Plan of Merger and Reorganization (Micromuse Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers rights and franchises property of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, debts and liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Voting Agreement (Niku Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to under the terms of this Agreement, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. I.4
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub DHI shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub DHI shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Vii Agreement and Plan of Merger (Schuler Homes Inc), Agreement and Plan of Merger (Horton D R Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target Oplink and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Oplink and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the Delaware LawCode. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Twitter, Inc.), Agreement and Plan of Merger (Keynote Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate Articles of Merger and the applicable provisions of New Jersey Law and Delaware Law, respectively. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target each of COL and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target each of COL and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netvalue Inc), Agreement and Plan of Merger (Netvalue Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject theretoexcept as otherwise agreed pursuant to the terms of this Agreement, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and Section 259 of the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zarlink Semiconductor Inc), Agreement and Plan of Merger (Zarlink Semiconductor Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law and Ohio Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
Effect of the Merger. At the Effective Time, the effect of the -------------------- Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Level 8 Systems), Agreement and Plan of Reorganization (Inktomi Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the propertyproperties, rights, privileges, privileges and powers and franchises of Target the Company and Merger Sub shall will vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and the Merger Sub shall will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Suiza Foods Corp), Agreement and Plan of Merger (Dean Foods Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of set forth under Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Acquiror Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Quovadx Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Edge and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities and duties of Target Edge and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chaparral Energy, Inc.), Agreement and Plan of Merger (Edge Petroleum Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zuora Inc), Agreement and Plan of Reorganization (Oncothyreon Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate Articles of Merger Merger, and the applicable provisions of Nevada Law and Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers powers, and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, and duties of Target and Merger Sub shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Digitalpreviews Com Inc), Agreement and Plan of Reorganization (Intraop Medical Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Netsolve Inc), Agreement and Plan of Merger (Cisco Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers powers, franchises and franchises all property (real, personal and mixed) of Target Company and Merger Sub all debts due Company shall vest in the Surviving CorporationAcquisition Sub, and all debts, liabilities liabilities, obligations and duties of Target and Merger Sub Company shall become the debts, liabilities liabilities, obligations and duties of the Surviving CorporationAcquisition Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Iconix Brand Group, Inc.), Agreement and Plan of Merger (Mossimo Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Exhibit 1 (Peregrine Systems Inc), Agreement and Plan of Merger (Remedy Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, the Articles of Merger and the applicable provisions of Delaware Law and Washington Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the -------------------- Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub MergerSub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub MergerSub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Extended Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Crossing LTD), Agreement and Plan of Merger (Exodus Communications Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth herein and as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub and the Company shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Motient Corp), Agreement and Plan of Merger (Rare Medium Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Acquiror Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Choice One Communications Inc), Agreement and Plan of Merger (McLeodusa Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mesa Laboratories Inc /Co/), Agreement and Plan of Merger and Reorganization (Nexprise Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. 1.4
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Involve and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Involve and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc), Agreement and Plan of Merger and Reorganization (Kintera Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers powers, and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netopia Inc), Agreement and Plan of Merger and Reorganization (Genesis Microchip Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving CorporationSub, and shall be subject to all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationSub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vignette Corp), Agreement and Plan of Merger (Network Solutions Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises and franchises authority of Target the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Genesys Telecommunications Laboratories Inc), Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the Delaware LawLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of Target Merger Sub, and Merger Sub all property, real, personal and mixed thereof, shall vest in the Surviving CorporationLLC, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationLLC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dynasty Financial Partners Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Merger, and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Seller and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Seller and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law, including, but not limited to, Section 264 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Argonaut Technologies Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of Target CrossComm and Merger Sub MergerSub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target CrossComm and Merger Sub MergerSub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crosscomm Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoingthose laws, and subject theretoto their provisions, at the Effective Time, all the property, interests, assets, rights, privileges, immunities, powers and franchises of Target Acquiror Sub and Merger Sub the Company shall vest in the Surviving Corporation, and all debts, liabilities liabilities, duties and duties obligations of Target Acquiror Sub and Merger Sub the Company shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Healthcare Corp)
Effect of the Merger. At the Effective Time, the -------------------- effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub Parent shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub Parent shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be have all effects as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject theretoto the provisions of this Agreement, at the Effective Time, Time all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub Adherex US shall vest in the Surviving CorporationCompany, and all debts, liabilities liabilities, obligations and duties of Target the Company and Merger Sub Adherex US shall become the debts, liabilities liabilities, obligations and duties of the Surviving CorporationCompany.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debtsclaims, liabilities obligations, liabilities, debts and duties of Target the Company and Merger Sub shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate Agreement of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities Liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving CorporationCompany.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of the Purchase Agreement, all the property, rights, privileges, powers and franchises of Target and the Merger Sub Subsidiaries shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.Merger
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Micron Electronics Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware General Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Access Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub MergerSub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub MergerSub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Trustwave Holdings, Inc.)
