Effective Time; Effect of the Merger. On the Closing Date and subject to the terms and conditions hereof, the Certificate of Merger shall be filed with the Delaware Secretary. The Merger shall become effective at the Effective Time. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.
Effective Time; Effect of the Merger. On the Closing Date, MergerCo and the Company shall duly execute the certificate of merger substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”) and file such Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective at such time as the Certificate of Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Parent and Company shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”). At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all rights and property of the Company and MergerCo shall vest in the Surviving Company, and all debts and liabilities of the Company and MergerCo shall become debts and liabilities of the Surviving Company.
Effective Time; Effect of the Merger. (a) The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company otherwise shall agree and expressly set forth in the Certificate of Merger (the time the Merger becomes effective under the DGCL being the “Effective Time”).
(b) The Merger shall have the effects set forth in Section 259 of the DGCL.
Effective Time; Effect of the Merger. The Merger shall become effective immediately upon the filing of the Certificate of Merger (as defined in Section 2.3(d) hereof) with the Secretary of State of the State of Delaware in accordance with Corporate Law or such later effective time as the Parties may agree to specify in the Certificate of Merger (the "Effective Time"). At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Corporate 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 Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Effective Time; Effect of the Merger. On the Closing Date and subject to the terms and conditions hereof, the Articles of Merger with the Plan of Merger attached thereto shall be filed with the Rhode Island Secretary. The Merger shall become effective upon the issuance of a certificate of merger by the Rhode Island Secretary subsequent to the filing of the Articles of Merger with the Rhode Island Secretary, or such later time as agreed by the parties hereto and specified in such Articles of Merger (the "Effective Time"). The Merger shall have the effects set forth herein and in the applicable provisions of the RIBCA.
Effective Time; Effect of the Merger. (a) On the Closing Date, the Company shall duly execute a certificate of merger for the First Step substantially in the form attached hereto as Exhibit C-1 (the “First-Step Certificate of Merger”) and file such First-Step Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law. The First Step shall become effective at such time as the First-Step Certificate of Merger, accompanied by payment of the filing fee (as provided in Delaware Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Buyer and the Company shall agree and shall specify in the First-Step Certificate of Merger (the date and time the First Step becomes effective being the “Effective Time”).
(b) Immediately after the Effective Time, but in any event on the same Business Day, Merger LLC shall duly execute a certificate of merger substantially in the form attached hereto as Exhibit C-2 (the “Second-Step Certificate of Merger”) and file such Second-Step Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law. The Second Step shall become effective at such time as the Second-Step Certificate of Merger, accompanied by payment of the filing fee (as provided in Delaware Law), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware, or at such subsequent time as Buyer shall specify in the Second-Step Certificate of Merger (the date and time the Second Step becomes effective being the “Second Effective Time”).
(c) At the Effective Time, the effect of the First Step 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 rights and property of the Company and Merger Sub shall vest in the First-Step Surviving Corporation, and all debts and liabilities of the Company and Merger Sub shall become debts and liabilities of the First-Step Surviving Corporation. At the Second Effective Time, the effect of the Second Step 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 Second Effective Time, all rights and property of the First-Step Surviving Corporation and Merger LLC shall vest in the Surviving Company, and all debts and liabil...
Effective Time; Effect of the Merger. The Merger will become effective at the time of receipt of the Certificate of Merger issued by the Israeli Registrar of Companies (“ROC”) in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”, and the time of such receipt, the “Effective Time”). At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of, and simultaneously with, the Merger and without any further action on the part of Buyer, Merger Sub, the Company or any shareholder of the Company, all rights and property of the Company and Merger Sub shall vest in the Surviving Company, and all debts and liabilities of the Company and Merger Sub shall become debts and liabilities of the Surviving Company and all the rights, privileges, immunities, powers and franchises of the Surviving Company shall continue unaffected by the Merger in accordance with the Companies Law.
Effective Time; Effect of the Merger. On the Closing Date and subject to the terms and conditions hereof, the Certificate of Merger shall be filed with the Delaware Secretary by Parent. The Merger shall become effective at the Effective Time. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Accordingly, from and after the Effective Time, the Surviving Corporation shall have all the properties, rights, privileges, powers, interests and franchises and shall be subject to all restrictions, disabilities, debts, duties and liabilities of the Company and Merger Sub.
Effective Time; Effect of the Merger. On the Closing Date the parties hereto shall duly execute and deliver and cause the Merger to be consummated by filing (i) the agreement of merger substantially in the form attached hereto as Exhibit F (the “Agreement of Merger”) and file such Agreement of Merger with the Secretary of State of the State of California in accordance with Section 1101 of the CCC and (ii) an officers’ certificate of each of MergerCo and the Company, as required by Section 1103 of the CCC (the effective time of such filing with the Secretary of State of the State of California, or such later time as may be agreed in writing by the parties and specified in the Agreement of Merger, being the “Effective Time”). At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the CCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all rights and property of the Company and MergerCo shall vest in the Surviving Company, and all debts and liabilities of the Company and MergerCo shall become debts and liabilities of the Surviving Company.
Effective Time; Effect of the Merger. (a) The Merger shall become effective upon the Certificate of Merger having been accepted for filing by the Secretary of State of the State of Delaware (the “Effective Time”).
(b) The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, 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.
