Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”).
Appears in 6 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Barnes & Noble Inc), Merger Agreement (Barnes & Noble Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties hereto shall file cause a certificate of merger, or other appropriate documentation, satisfying the requirements of the DGCL (the "Certificate of Merger as contemplated by Merger") to be filed with the DGCL, together with any required related certificates, filings or recordings with office of the Secretary of State of the State of Delaware, in such form as required by, and executed Delaware in accordance with, with the relevant provisions of the DGCL. The Merger When used herein, the term "Effective Time" shall become effective upon mean the filing of date and time when the Certificate of Merger with has been accepted for filing by the Secretary of State of the State of Delaware or at such later date and time as otherwise specified in the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”)Merger.
Appears in 3 contracts
Samples: Merger Agreement (Allis Chalmers Corp), Merger Agreement (Nederlander Robert E Et Al), Merger Agreement (Colebrooke Investments LTD)
Effective Time of the Merger. Subject to the provisions of this Agreement, with respect to the Merger, as soon as practicable after 10:00 a.m., New York City time, on the Closing Date, the parties thereto shall file a certificate of merger (the “Certificate of Merger Merger”) executed in accordance with, and containing such information as contemplated by is required by, the DGCL, together with any required related certificates, filings or recordings relevant provisions of Section 251 of the DGCL with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of 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 date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (St Louis Riverboat Entertainment Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Merger Agreement (SRS Labs Inc), Merger Agreement (Dts, Inc.)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties Company shall file execute and deliver for filing a certificate of merger (the “Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with Merger”) to the Secretary of State of the State of Delaware, in such the form attached hereto as Exhibit 2.2 and in the manner provided in the DGCL and shall make all other filings or recordings required by, and executed in accordance with, under the relevant provisions of DGCL to effect the DGCLMerger. The Merger shall become effective upon the filing of the Certificate of Merger Xxxxxx with the Secretary of State of the State of Delaware or at such later date and time as is specified in the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
Effective Time of the Merger. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on at the Closing DateClosing, Buyer and the parties Company shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings jointly prepare and cause to be filed with the Secretary of State of the State of Delaware, Delaware a certificate of merger in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such later date and time as is agreed in writing by Buyer and the Company and Parent may agree upon and as is set forth in such Certificate the certificate of Merger merger (such time, the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Trimble Navigation LTD /Ca/), Merger Agreement (@Road, Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on a certificate of merger (the Closing Date, the parties shall file a "Certificate of Merger as contemplated Merger") shall be duly prepared, executed and acknowledged by the DGCL, together with any required related certificates, filings or recordings with Company and thereafter delivered to the Secretary of State of the State of DelawareDelaware for filing, as provided in such form as required by, and executed in accordance with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date (as defined below). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date time thereafter as is agreed to between Parent and time as the Company and Parent may agree upon and as is set forth provided in such the Certificate of Merger (such time, the “"Effective Time”").
Appears in 2 contracts
Samples: Merger Agreement (Zurich Reinsurance Centre Holdings Inc), Merger Agreement (Zurich Insurance Co)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall will execute and acknowledge and thereafter file a Certificate copy of this Agreement with certificates of approval from Merger as contemplated by Sub and the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger Company with the Secretary of State of the State of Delaware in accordance with the DGCL (the “Merger Filing”). The Merger will become effective at such time as such filings are made with the Delaware Secretary of State, or at such later time as Merger Sub and the Company agree and is specified in such filings (the date and time of such filing, or such later date or time as the Company and Parent may agree upon and as is be set forth in such Certificate of Merger (such timetherein, the “Effective Time”).
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Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the a Certificate of Merger with the Secretary of State of Delaware in accordance with the provisions of the Delaware General Corporation Law (the "DGCL"), or at such other time as Buyer and the Company shall agree should be specified in the Certificate of Merger, which filling shall be made as soon as practicable on the Closing Date. When used in this Merger Agreement, the term "EFFECTIVE TIME" shall mean the time at which such certificate is accepted for filing by the Secretary of State of Delaware or at such later date and time as otherwise specified in the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”)Merger.
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Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on a certificate of merger (the Closing Date, the parties shall file a "Certificate of Merger Merger") in such form as contemplated is required by the relevant provisions of the Delaware General Corporation Law ("DGCL") shall be duly prepared, together with any required related certificates, filings or recordings with executed and acknowledged by the Continuing Corporation and thereafter delivered to the Secretary of State of the State of Delaware, for filing, as provided in such form as required by, and executed in accordance with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and thereafter as is set forth provided in such the Certificate of Merger (such time, the “"Effective Time”").
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Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a certificate of merger and all other appropriate documents (collectively, the parties shall file a "Certificate of Merger as contemplated by the DGCLMerger") shall be duly prepared, together with any required related certificatesexecuted, filings or recordings acknowledged and filed with the Secretary of State of the State of Delaware, Delaware by the parties hereto as provided in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date time thereafter as is agreed upon by Parent and time as the Company and Parent may agree upon and as is set forth provided in such the Certificate of Merger (such time, the “"Effective Time”").
Appears in 1 contract
Samples: Merger Agreement (Lycos Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") in such form as is required by the relevant provisions of the Delaware General Corporation Law (the "DGCL") shall be duly prepared, executed and acknowledged by the Surviving Corporation and thereafter delivered to the Delaware Secretary of State for filing, as provided in the DGCL, as soon as practicable on or after the Closing Date, the parties shall file a Certificate of Merger Date (as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, defined in such form as required by, and executed in accordance with, the relevant provisions of the DGCLSection 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of (the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “"Effective Time”").
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Samples: Agreement and Plan of Reorganization (Finisar Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Merger Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Blyth Inc)
Effective Time of the Merger. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on the Closing Date, the parties shall file cause to be filed a properly executed certificate of merger conforming to the requirements of the DGCL (the “Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings Merger”) with the Secretary of State of the State of Delaware, in such form as required by, and executed Delaware in accordance with, the relevant provisions of with the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as is agreed by the Company parties and Parent may agree upon and as is set forth in such the Certificate of Merger (such time, the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Jarden Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger duly completed and executed in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL to effect the Merger. The Merger shall become effective at the actual time of the filing of such certificate of merger, or at such other later date and time as is specified in the Company certificate of merger and Parent may agree upon and agreed to by the parties hereto (the time at which the Merger has become fully effective being hereinafter referred to as is set forth in such Certificate of Merger (such time, the “"Effective Time”").
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Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on concurrently with the Closing DateClosing, the parties shall file a Certificate of Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Merger Effective Time”).
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Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a certificate of merger (“Certificate of Merger as contemplated Merger”) shall be duly prepared, executed and acknowledged by the DGCLSurviving Corporation, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, as defined in such form as required bySection 1.4(a), and executed in accordance with, the relevant provisions of the DGCL. The Merger thereafter shall become effective upon the filing of the Certificate of Merger be filed with the Secretary of State of the State of Delaware as provided in the DGCL, in each case as soon as practicable on or after the Closing Date (as defined in Section 1.3). The Merger shall become effective on the date and at the time on which the Certificate of Merger shall have been filed with the Secretary of State of the State of Delaware (or such later date and time as may be specified in the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the “Effective Time”Merger).
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