Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan (Aqua Alliance Inc), Agreement and Plan of Merger (Gni Group Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Ssi Acquisition Corp), Agreement and Plan of Merger (McFarland Energy Inc), Agreement and Plan of Merger (Hochtief Ag)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 Purchaser and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Purchaser and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Steinberg Craig B)
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 the Company and Purchaser Individual shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Company and Purchaser Individual shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Individual Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.. 1.4
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan Of (Keravision Inc /Ca/), Exhibit 2 Agreement (Transcend Therapeutics 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 all the property, rights, privileges, powers and franchises of the Company and Purchaser Acquisition shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Acquisition shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Medical Response Inc), Agreement and Plan of Merger (Laidlaw Inc), Agreement and Plan of Merger (Emcare Holdings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 powers, and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mindspeed Technologies, Inc), Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Peregrine Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser Parent shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser Parent shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law and Massachusetts 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 the Company and Purchaser ASC shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser ASC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Careinsite Inc), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Medical Manager Corp/New/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 FSG II and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of FSG II and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Ford Motor Co), Merger Agreement (Ford Motor Co), Agreement and Plan of Merger (Hertz Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Greenwich Air Services Inc), Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Target Therapeutics Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kiewit Materials Co), Agreement and Plan of Merger (Burns International Services Corp), Agreement and Plan of Merger (Wright Medical Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed to under the terms of this Agreement, all the property, rights, privileges, powers and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Integrated Alarm Services Group Inc), Agreement and Plan of Merger (Integrated Alarm Services Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc), Agreement and Plan of Merger (Platinum Technology Inc), Agreement and Plan of Merger (Mastering Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and the Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Olivetti S P A), Agreement and Plan of Merger (Cellular Communications International Inc), Agreement and Plan of Merger (Cellular Communications International Inc)
Effect of the Merger. At the Effective Time, Time the Merger shall occur. 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 the Company and Purchaser MergerLLC shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser MergerLLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth herein and as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Merger Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Advanced Communication Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of Parent Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of Parent Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Daou Systems Inc), Agreement and Plan of Merger (Daou Systems Inc)
Effect of the Merger. (a) 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, foregoing and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Acquisition Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bridgestreet Accommodations Inc), Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company Computervision and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company Computervision and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company TPC and Purchaser ACo shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company TPC and Purchaser ACo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacificorp Holdings Inc), Agreement and Plan of Merger (TPC Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Purchaser Company, shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Merger Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Price Communications Corp), Agreement and Plan of Merger (Palmer Wireless Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the Section 259 and other 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 the Company and Purchaser Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Acquiror Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Titan Corp)
Effect of the Merger. At the Effective Time, the -------------------- effect of the Merger shall be as provided in 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (H2o Acquisition Co), Agreement and Plan of Merger (Nalco Chemical Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation. Section 2.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viad Corp), Agreement and Plan of Merger (Moneygram Payment Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 Acquiror Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Acquiror Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (Dakota Telecommunications Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Delaware Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser Mergeco shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Mergeco shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Petrofina Delaware Inc), Agreement and Plan of Merger (Fina 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation. SECTION 1.04.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 property of the Company and Purchaser Newco shall vest in the Surviving Corporation, and all restrictions, disabilities, duties, debts, liabilities, obligations, restrictions, disabilities and duties liabilities of the Company and Purchaser Newco shall become the restrictions, disabilities, duties, debts, liabilities, obligations, restrictions, disabilities and duties liabilities of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Management Inc/De), Agreement and Plan of Merger (Hyperion Partners Ii Lp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all the property, rights, privileges, powers powers, and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Delaware LawAct. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Workflow Management Inc), Agreement and Plan of Merger (Workflow Management Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as set forth herein and as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Merger Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Think New Ideas Inc), Agreement and Plan of Merger (Answerthink Consulting Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Lawlaw. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all the property, rights, privileges, powers and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Etoys Inc), Agreement and Plan of Reorganization (Etoys Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cell Pathways Inc /De), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. 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 the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities 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 the applicable provisions of Delaware Law and Indiana Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of Parent Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of Parent Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities 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 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, obligations, liabilities, obligations, restrictions, disabilities restrictions and duties of the Company and Purchaser Merger Sub shall become the debts, obligations, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company xxxxxxxxx.xxx and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company xxxxxxxxx.xxx and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.. 1.4
Appears in 1 contract
Effect of the Merger. At the Effective Time, the The effect of the Merger shall be as provided in 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (North American Scientific 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation. SECTION 2.04.
Appears in 1 contract
Samples: Execution Copy Agreement (Silicon Graphics Inc /Ca/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. 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 of the property, rights, privileges, powers and franchises of the Company and Purchaser Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Sub shall become the debts, liabilities, obligations, restrictions, disabilities 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 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Holdings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware LawLaw and this Agreement. Without limiting the generality of the foregoingthose laws, and subject theretoto their provisions, at the Effective Time Time, all the propertyproperties, rights, privileges, powers and franchises of Acquiror Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Acquiror Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities 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 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities 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 Section 259 of the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of the Company and Purchaser Mergersub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Mergersub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Florafax International Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law and Indiana Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of Parent Sub and the Company and Purchaser Target Companies shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of Parent Sub and the Company and Purchaser Target Companies shall become the debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective TimeDate, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Date, all the property, rights, privileges, powers powers, franchises and franchises all property (real, personal and mixed) of the Company Subsidiary and Purchaser all debts due the Subsidiary shall vest in the Surviving CorporationeDiets, and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Company and Purchaser Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Surviving CorporationeDiets.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ediets Com Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 property of the Company and Purchaser Subsidiary shall vest in the Surviving Corporation, and all restrictions, disabilities, duties, debts, liabilities, obligations, restrictions, disabilities and duties liabilities of the Company and Purchaser Subsidiary shall become the restrictions, disabilities, duties, debts, liabilities, obligations, restrictions, disabilities and duties liabilities 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 Agreement 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E-Medsoft Com)
Effect of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject theretothereto and except as provided in Section 5.8, at the Effective Time Time, all the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in continue unaffected by the Surviving Corporation, Merger and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving CorporationEntity.
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Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
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Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company 6FigureJobs and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company 6FigureJobs and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (E Cruiter Com Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law and Virginia 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 the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities 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 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 the Company each of Merger Sub and Purchaser PPS shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company each of Merger Sub and Purchaser PPS shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concentra Managed Care Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law and New Jersey 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 property of the Subsidiary and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Subsidiary and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Surviving Corporation.
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Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sybron Chemicals Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject theretoto the applicable provisions of Delaware Law, at the Effective Time Time, all the property, rights, privileges, powers and franchises of the Company Merger Sub and Purchaser AHFP shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement of Sale and Plan of Merger (Campfire Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.liabilities and
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Truevision Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this 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, franchises and franchises property of the Subsidiary and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Subsidiary and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Surviving Corporation.
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Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in 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 powers, and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities 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 and the applicable provisions of Delaware Law including Section 259 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Appnet 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 and in the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities 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 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 the Company and the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and the Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation. SECTION 2.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Kerr Acquistion Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of Parent Sub and the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Parent Sub and the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities 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 the applicable provisions of Delaware Law and Pennsylvania 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 the Company and Purchaser Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Company and Purchaser Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Triangle Pharmaceuticals Inc)
