Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Netscape Communications Corp), Agreement and Plan of Reorganization (Polycom Inc)
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 California 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 Merger Sub Target shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Target shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Wireless Inc), Agreement and Plan of Reorganization (Cisco Systems Inc), Agreement and Plan of 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 Agreement of Merger and the applicable provisions of California 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 Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Target and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Staktek Holdings Inc), Agreement and Plan of Reorganization (Silicon Laboratories Inc), Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 (Commerce One Inc), Agreement and Plan of Reorganization (E Piphany 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 California Law and Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without other transfer, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 (Career Education Corp), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (California Culinary Academy 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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Reorganization Agreement (Henry Bros. Electronics, Inc. / VA), Reorganization Agreement (JMA Associates, Inc.), Agreement and Plan of Reorganization (Va Linux Systems 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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 (Captaris Inc), Agreement and Plan of Merger (Castelle \Ca\), Agreement and Plan of Merger (Avocent 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 California 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 the Company 518 and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 518 and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amera Link Inc), Agreement and Plan of Merger (Amera Link Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law and 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 (Netscape Communications Corp), Agreement and Plan of Reorganization (Hi/Fn Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the California 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 Merger Sub (the “Constituent Entities”) shall vest in the Surviving CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Prospect Medical Holdings Inc), Agreement and Plan of Reorganization (Lee Samuel Sang-Bum)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCorporation and Surviving Corporation shall become a wholly owned subsidiary of Buyer.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Stormedia Inc), Agreement and Plan of Reorganization (Kubota Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California LawLaw and the DGCL. 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 each of the Company and Merger Sub Parent shall vest in Parent as the Surviving Corporation, and all debts, liabilities and duties of the each of Company and Merger Sub Parent shall become the debts, liabilities and duties of Parent as the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mayan Networks Corp/Ca), Agreement and Plan of Merger (Ariel Corp)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Exhibit 1 (Occam Networks Inc), Agreement and Plan of Merger (Accelerated Networks Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Cypress Semiconductor Corp /De/, Cypress Semiconductor Corp /De/
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in the applicable provisions of California Law, this Agreement and the Reorganization Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub and the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement of Merger (Iprint Com Inc), Agreement of Merger (Iprint Com 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 California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities and duties of the 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 (Microchip Technology Inc), Agreement and Plan of Merger (Supertex Inc)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Virage Logic Corp)
Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Newport Corp
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 California 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 the Company Ironlight and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Ironlight 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 the applicable provisions of California Law and Massachusetts Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers power and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Zapworld Com)
Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of under California 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 the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Internetstudios Com 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 California 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 Sand and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Sand and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Insilicon Corp)
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 the California LawCorporations Code. 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 and the applicable provisions of California 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 Fractal and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Fractal and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fractal Design Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Lawlaw. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of each of the Company 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 Agreement of Merger and the applicable provisions of California 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 Merger Sub and Acquisition shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub and Acquisition shall become the debts, liabilities and duties obligations of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall will be as provided in this Agreement, the Agreement of Merger and the applicable provisions of the California 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 Seller and Merger Sub shall Acquisition Corp. will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Seller and Merger Sub shall Acquisition Corp. will 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 the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, debts and liabilities and duties of 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 Reorganization (Informix Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in the applicable provisions of the California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Summit Design 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 California 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 Award and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Award and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. 1.4
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 the California LawCorporations Code. 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Sandpiper Networks Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the California LawCode. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub shall become the debts, liabilities liabilities, duties and duties obligations 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 California 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 the Company and Merger Sub Target shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Target 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 the applicable provisions of California 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 Merger Sub and Focalink shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub and Focalink 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 the applicable provisions of the California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Tut Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the California 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 ProCare and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company ProCare and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Prospect Medical Holdings Inc)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. 1.4
Appears in 1 contract
Samples: Agreement and Plan (Cypress Semiconductor Corp /De/)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan (Lsi Logic Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 Agreement of Merger and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. 1.4
Appears in 1 contract
Samples: 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 the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 1 contract
Samples: 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 the applicable provisions of the California 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 ProMed Company and Merger Sub Holdings Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities and duties of the ProMed Company and Merger Sub Holdings Subsidiary shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Prospect Medical Holdings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and in the applicable provisions of the California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Loan and Security Agreement (Halozyme Therapeutics Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Amending Agreement (Sonic Environmental Solutions Inc/Can)
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 California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Cirrus Logic Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Cobalt Networks Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the Section 1107 and other applicable provisions of California 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 Merger Acquiror Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Acquiror 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 the applicable provisions of the California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Sirenza Microdevices Inc)
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 the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California Lawlaw. 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Employment Agreement (Ednet 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 California 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 Fractal and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Fractal and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.. 1.4
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Metatools Inc)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California Law and 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 the Company and Merger Sub shall will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the 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 Merger Documents and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 and the applicable provisions of California Law. Without Not 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 Enerdyne and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Enerdyne and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Boatracs Inc /Ca/)
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 California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Healthcentral Com)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the California 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 the Company and Merger Sub shall vest in the Company as the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Company as the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jupiter Communications Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in the applicable provisions of the California General Corporation 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, debts and liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Boston Scientific Corp
Effect of the Merger. At the Effective TimeDate, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Date all the property, rights, privileges, powers and franchises of the Company ARS and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company ARS 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 the applicable provisions of the California 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 Northwest and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Northwest 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 the California Certificate and the applicable provisions of California 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 the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Benefits & Pension Services, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law. Without limiting Withoutlimiting 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, debts and liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger -------------------- shall be as provided in the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Lynuxworks Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Merger Agreement and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Epic Design Technology Inc /Ca/)
Effect of the Merger. At the Effective Time, the The effect of the Merger shall be as provided in this Agreement and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Non Employee Shareholders' Agreement (724 Solutions Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the California General Corporation 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, debts and liabilities and duties of 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 Reorganization (Informix Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 Reorganization (Socket Communications Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California 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 Star and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Star and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Coherent Inc)
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 California 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 the Company Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Target 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 the applicable provisions of California 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 Century and Merger Sub shall vest in the Surviving Corporation, Entity and all debts, liabilities and duties of the Company Century and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Blagman Media International 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 California Lawthe General Corporation Law of the State of California. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided by this Agreement, all the property, rights, privileges, powers and franchises of the Company and Merger Sub Target shall vest in the Surviving CorporationAcquisition Sub, and all debts, liabilities and duties of the Company and Merger Sub Target shall become the debts, liabilities and duties of the Surviving CorporationAcquisition Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Overland Storage Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Articles of Merger and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company 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 the applicable provisions of the California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities 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 California 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 ONElist and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company ONElist 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 the applicable provisions of California LawLaw and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub and the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement of Merger (Visijet Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the CA Agreement of Merger and the applicable provisions of California 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 Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Target 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 and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement (Softquad Software LTD)
Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, and to the other provisions of this Agreement, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company Trojan Trading and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Trojan Trading 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 Agreement of Merger and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the 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 Agreement of Merger and the applicable provisions of California 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 Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of 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 (Evolving Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall will be as provided in by applicable law including the applicable provisions of California LawGeneral Corporation Law and the Washington Business Corporations Act. 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 Merger Sub shall will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Data Dimensions Inc)
