Common use of Effective Time Clause in Contracts

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Labranche & Co Inc), Merger Agreement (Cowen Group, Inc.), Merger Agreement (Broadwing Corp)

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Effective Time. Upon As soon as practicable after the Closing-------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file a certificate of merger or certificate of ownership and merger with the Secretary of State of the State of Delaware a certificate of merger (Delaware, and take all such other and further actions as may be required by law to make the “Certificate of Merger”)Merger effective. The Merger shall become effective at such time as the Certificate certificate of Merger merger or certificate of ownership and merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 3 contracts

Samples: Merger Agreement (Tie Acquisition Co), Merger Agreement (Pritzker Family Philanthropic Fund), Merger Agreement (Marmon Holdings Inc)

Effective Time. Upon At the time of the Closing, the parties shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at in such time form as the Certificate of Merger is duly filed required by, and executed in accordance with the Secretary of State of relevant provisions of, the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger General Corporation Law (the date and time the Merger becomes effective of such filing being the "Effective Time").

Appears in 3 contracts

Samples: Merger Agreement (Cell Genesys Inc), Agreement and Plan of Merger and Reorganization (Somatix Therapy Corporation), Agreement and Plan of Merger and Reorganization (Cell Genesys Inc)

Effective Time. Upon The Merger shall become effective at -------------- the Closing, time of filing of a certificate of merger reflecting the parties shall file Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger (Section 251 of the “Certificate of Merger”)GCL. The Merger shall become effective at such time as the Certificate of Merger is duly shall be filed with the Secretary of State of the State of Delaware or at such subsequent on the Closing Date. The time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time when the Merger becomes effective being is herein referred to as the “Effective Time”)"EFFECTIVE TIME."

Appears in 3 contracts

Samples: Merger Agreement (Premiere Technologies Inc), Merger Agreement (Premiere Technologies Inc), Merger Agreement (Xpedite Systems Inc)

Effective Time. Upon The Merger shall become effective on the ClosingClosing Date (as defined in Section 9.1 hereof), as set forth in the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger”). The Merger ") which shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time "Secretary of State") on the Merger becomes effective being the “Effective Time”).Closing Date . The term "

Appears in 3 contracts

Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (Ds Bancor Inc), Merger Agreement (Webster Financial Corp)

Effective Time. Upon Simultaneously with the Closing, the parties Certificate of Merger shall file with be filed in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as immediately upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)office.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Go Online Networks Corp), Merger Agreement (Pacific Engineering Systems Inc), Agreement and Plan of Reorganization (Go Online Networks Corp)

Effective Time. Upon As soon as practicable following the Closingsatisfaction or waiver of the conditions set forth in Article III, the parties shall file with the Secretary of State of the State of Delaware Merger will be consummated by filing a certificate of merger (the “Certificate of Merger”). 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 in accordance with the DGCL. The Merger will become effective when the Certificate of Merger is filed or at such subsequent later time as Parent and the Company shall agree and as shall be specified is set forth in the Certificate of Merger (the date and Merger. The time when the Merger becomes effective being is called the “Effective Time.).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (SAIC, Inc.), Agreement and Plan of Merger (Science Applications International Corp), Merger Agreement (Science Applications International Corp)

Effective Time. Upon At the Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at Delaware, in such time form as the Certificate of Merger is duly filed required by, and executed in accordance with the Secretary of State of the State of relevant provisions of, Delaware or at Law and in such subsequent time form as Parent and approved by the Company shall agree and as shall be specified in the Certificate of Merger Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger becomes effective or the time specified therein being the "Effective Time").

Appears in 3 contracts

Samples: Merger Agreement (Price Communications Wireless Inc), Merger Agreement (Palmer Wireless Inc), Merger Agreement (Price Communications Corp)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being is referred to herein as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Cifc LLC), Merger Agreement (Artio Global Investors Inc.)

Effective Time. Upon At the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”)) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL. 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 subsequent time as Parent Anthem and the Company Cigna shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Cigna Corp), Merger Agreement (Anthem, Inc.)

Effective Time. Upon As soon as practicable on or after the Closing, the parties shall file will cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger Delaware, in such form as required by, and executed in accordance with the relevant provisions of, the DGCL (the “Certificate of Merger”). The Merger shall will become effective at such time as (the “Effective Time”) upon filing and acceptance of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as shall be agreed upon by the Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 2 contracts

Samples: Merger Agreement (Marimba Inc), Merger Agreement (BMC Software Inc)

Effective Time. Upon Concurrently with the Closing, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the applicable provisions of the DGCL. The Merger shall become effective on the date and time at such time as which the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent other date and time as Parent is agreed between the parties and the Company shall agree and as shall be specified in the Certificate of Merger (the such date and time the Merger becomes effective being time, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Beam Inc), Merger Agreement (Tellabs Inc)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a A certificate of merger (the “Certificate of Merger”). The Merger ) shall become effective at such time as the Certificate of Merger is be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware or at such subsequent time as (the “Secretary of State”) in accordance with Section 251 of the DGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State unless Parent and the Company shall agree to a subsequent date or time and as shall be specified specify such date and time in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)

Effective Time. Upon At the Closing, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger in the form attached as Exhibit F (the “Certificate of Merger”). The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as may be agreed to by Parent and the Company shall agree in writing and as shall be specified in the Certificate of Merger (the date and time that the Merger becomes effective being is referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc)

Effective Time. Upon Subject to the Closingprovisions of this Agreement, as early as practicable on the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 Delaware, in such subsequent time form as Parent required by the GCL, and the Company Merger shall agree and as shall be specified in the Certificate of Merger thereupon become effective (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Docucon Inc), Merger Agreement (Analytical Surveys Inc)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Babyuniverse, Inc.), Merger Agreement (eToys Direct, Inc.)

Effective Time. Upon Concurrently with the Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such the time as that the Certificate of Merger is have been duly filed with the Secretary of State of the State of Delaware Secretary, or at such subsequent later time as Parent and the Company and Parent shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Carbonite Inc), Merger Agreement (Open Text Corp)

Effective Time. Upon the Closing, the parties The Merger shall file be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in such form as is required by, and executed in accordance with, the relevant provisions of the Delaware Law (the “Certificate time of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective filing being the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Ast Research Inc /De/), Merger Agreement (Samsung Electronics Co LTD /Fi)

Effective Time. Upon At the Closing, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of merger in substantially the form attached hereto as Exhibit B (the “Certificate of Merger”)) and executed in accordance with the relevant provisions of Delaware Law and make such other filings and recordings as required under Delaware Law. 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger as is duly filed with the Delaware Secretary of State (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MeiraGTx Holdings PLC), Agreement and Plan of Merger (MeiraGTx Holdings PLC)

Effective Time. Upon The Merger shall become effective as set forth in the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly ) to be filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and (the Company shall agree and as “Delaware Secretary”) on the Closing Date. The term “Effective Time” shall be specified the date and time when the Merger becomes effective, as set forth in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 2 contracts

Samples: Merger Agreement (Synovus Financial Corp), Merger Agreement (FCB Financial Holdings, Inc.)

Effective Time. Upon At the Closing, the parties shall file with cause the Secretary of State of the State of Delaware Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”). 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 Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or at such subsequent later time as Parent may be agreed by the parties hereto and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective Merger) being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Harber Lacy J), Merger Agreement (Timco Aviation Services Inc)

Effective Time. Upon The Merger shall become effective as set forth in the Closing, the parties shall file with the Secretary of State of the State of Delaware a -------------- certificate of merger (the "Certificate of Merger”). The Merger ") which shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of appropriate authorities in the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time "Authorities") on the Merger becomes effective being the “Effective Time”Closing Date (as defined in Section 9.1 hereof).. The

Appears in 2 contracts

Samples: Merger Agreement (First Place Financial Corp /De/), Merger Agreement (Ffy Financial Corp)

Effective Time. Upon The Merger shall become effective as set forth in the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger”). The Merger ") which shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware or at such subsequent time (the "Secretary of State") on the Closing Date (as Parent and the Company shall agree and as defined in Section 10.1 hereof). The term "Effective Time" shall be specified the date and time when the Merger becomes effective, as set forth in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 2 contracts

Samples: Merger Agreement (Firstcity Financial Corp), Merger Agreement (Firstcity Financial Corp)

Effective Time. Upon The Merger shall be effected through the Closing, the parties shall file with the Secretary filing of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in substantially the form of Exhibit A hereto, with the Secretary of State of the State of Delaware as provided in the Act. The Merger shall become be effective at such time as upon the later of (i) the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or (ii) at such subsequent later time as Parent and the Company shall agree and as shall may be specified in the Certificate of Merger in accordance with applicable law (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rex Energy Corp), Merger Agreement (Markwest Energy Partners L P)

Effective Time. Upon Prior to the Closing, Parent and Company shall prepare, and on the Closing Date the parties shall file with the Secretary of State of the State of Delaware file, a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at such time the Effective Time as set forth in the Certificate of Merger is duly which shall be filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and on the Company shall agree and as shall be specified in the Certificate of Merger Closing Date (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Palmsource Inc)

Effective Time. Upon As soon as practicable after the Closingsatisfaction or waiver of the conditions set forth in Article X, the parties shall hereto will file a certificate of merger (the "Certificate of Merger") with the Secretary of State of Delaware and make all other filings or recordings required by the State of Delaware a certificate of merger (DGCL in connection with the “Certificate of Merger”). 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 Delaware, or at such subsequent later time as Parent and the Company shall agree and as shall be is specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Calumet Bancorp Inc /De), Agreement and Plan of Merger (Pboc Holdings Inc)

Effective Time. Upon Subject to the Closingprovisions of this Agreement, as soon as practicable on the Closing Date, the parties applicable Parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware. 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 Delaware, or at such subsequent other time as Parent Acquisition Sub and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Insight Enterprises Inc)

Effective Time. Upon Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of Delaware Law (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered by the parties Company to the Secretary of State of the State of Delaware for filing. The Merger shall file become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Exponential Interactive, Inc.)

Effective Time. Upon Subject to the provisions of this Agreement, at the Closing, the parties shall Company will file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) 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 will become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later date and time as Parent and the Company shall and Parent may agree upon and as shall be specified is set forth in the such Certificate of Merger (the date and time the Merger becomes effective being such time, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Lattice Semiconductor Corp), Merger Agreement (Reynolds American Inc)

Effective Time. Upon The Merger will be consummated by the Closing, the parties shall file filing of a certificate of merger with the Secretary of State of the State of Delaware a certificate in accordance with Section 251(c) of merger (the “Certificate of Merger”)Delaware Act. 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being in accordance with Sections 103 and 251 of the Delaware Act is referred to in this Agreement as the "Effective Time”)."

Appears in 2 contracts

Samples: Merger Agreement (General Dynamics Corp), Merger Agreement (Gulfstream Aerospace Corp)

Effective Time. Upon At the Closing, Closing the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Delaware Secretary of State in such form as is required by and executed and completed in accordance with the relevant provisions of Delaware Law and make all other filings or recordings required by Delaware Law to effect the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware (or at such subsequent later time as Parent Hurricane and the Company shall Cyclone mutually agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”Merger).

Appears in 2 contracts

Samples: Merger Agreement (Cytyc Corp), Merger Agreement (Hologic Inc)

Effective Time. Upon As soon as practicable following the Closing, Novartis and the parties shall file Company will cause a Certificate of Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate as provided in Section 251 of merger (the “Certificate of Merger”)DGCL. The Merger shall become effective at such the time as when the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent may be agreed by the parties in writing and the Company shall agree and as shall be specified in the Delaware Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Chiron Corp), Agreement and Plan of Merger (Novartis Ag)

Effective Time. Upon A certificate of merger to effect the Closing, Merger (“Certificate of Merger”) shall be filed on the parties shall file Closing Date (as hereinafter defined) with the Secretary of State of the State of Delaware a certificate (“Secretary of merger (State”) pursuant to the “Certificate of Merger”). The GCL and the LP Act and shall specify that the Merger shall become effective at such time as upon the Certificate filing of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and such time the Merger becomes effective being of effectiveness, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (American Real Estate Partners L P), Merger Agreement (American Real Estate Partners L P)

Effective Time. Upon Simultaneously with the Closing, the parties -------------- Certificate of Merger shall file with be filed in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as immediately upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the office. The date and time of the effectiveness of the Merger becomes effective being under the laws of Delaware is the "Effective Time”)."

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Netsource Communications Inc), Agreement and Plan of Reorganization (Netsource Communications Inc)

Effective Time. Upon At the ClosingClosing (as defined in Section 1.3), the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger”). The Merger ") shall become effective at such time as be executed by the Certificate of Merger is duly parties hereto and filed with the Secretary of State of the State of Delaware or (the "Secretary of State"). The Merger shall become effective at such subsequent the time as Parent and the Company shall agree and as shall be specified in of filing of the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Radiance Medical Systems Inc /De/), Merger Agreement (Cardiovascular Dynamics Inc)

Effective Time. Upon Immediately following the Closing, the parties Company and Parent shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger merger, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time of filing of the Certificate of Merger, or at such later time as is agreed upon by the parties hereto and set forth therein (such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being is referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Centennial Communications Corp /De), Merger Agreement (At&t Inc.)

Effective Time. Upon At the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware in such form as is required by and executed and completed in accordance with the relevant provisions of the DGCL and make all other filings or recordings required by the DGCL to effect the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such subsequent later time as Parent Republic and the Company shall Allied mutually agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”Merger).

Appears in 2 contracts

Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)

Effective Time. Upon Subject to the provisions of this Agreement, at the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”)) executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger merger shall become be effective at such the date and time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time when the Merger becomes effective being effective, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Biocryst Pharmaceuticals Inc), Merger Agreement (Triumph Group Inc)

Effective Time. Upon At the Closing, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the “Certificate of Merger”), duly executed in accordance with, and in such form as required by, the DGCL. The Merger shall become effective at such the time as the Company duly files the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being effective, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Centene Corp), Merger Agreement (Magellan Health Inc)

Effective Time. Upon On the ClosingClosing Date, the parties Parties shall execute and file the Certificate of Merger with the Delaware Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)State. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State in accordance with the provisions of Section 251 of the State of Delaware DGCL, or at such subsequent later time as Parent and the Company shall agree and as shall may be specified stated in the Certificate of Merger (the date and time the Merger becomes effective of such filing, or such later date or time as may be set forth therein, being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (International Game Technology)

Effective Time. Upon Concurrently with the Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”), in customary form and substance and executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such the time as that the Certificate of Merger is have been duly filed with the Secretary of State of the State of Delaware Secretary, or at such subsequent later time as Parent and the Company and Parent shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Qlik Technologies Inc)

Effective Time. Upon Concurrently with the Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”), executed and filed in accordance with the applicable provisions of the DGCL. The Merger shall become effective at such the time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware Secretary, or at such subsequent later time as Parent and the Company shall and Parent may agree in writing and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Finjan Holdings, Inc.)

Effective Time. Upon At the ClosingEffective Time, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger in form and substance reasonably acceptable to the Company and Plum, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent is agreed to by the Parties and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Business Combination Agreement (Plum Acquisition Corp. I)

Effective Time. Upon At the Closingclosing (as hereinafter defined), the parties a certificate of merger shall file with be duly prepared and executed by Sub and delivered to the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)for filing. The Merger shall become effective at such the time as of filing of the Certificate of Merger is duly filed Merger, hereinafter referred to as the "Effective Time." Sub shall also file with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)New York all necessary documentation.

Appears in 1 contract

Samples: Merger Agreement (X Ceed Inc)

Effective Time. Upon As soon as practicable following the Closing, the parties Parties (other than the Stockholder Representative) shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) executed in accordance with the relevant provisions of the Delaware Law, and shall make all other filings or recordings required under the Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is has been duly filed with the such Secretary of State of the State of Delaware State, or at such subsequent other time as Parent and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Effective Time. Upon the Closing, the The parties hereto shall file cause to be filed with the Delaware Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) in form and substance reasonably satisfactory to the Buyer and the Seller. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at such subsequent time as Parent the Buyer and the Company Seller shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Acquisition Agreement (U.S. Silica Holdings, Inc.)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Integra Lifesciences Holdings Corp)

Effective Time. Upon As of the Closing, the parties shall file with the Secretary of State of the State of Delaware Parties will cause a certificate of merger (the "Certificate of Merger”). The ") with respect to the Merger shall become effective at such time as the Certificate of Merger is duly to be executed and filed with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective on the date and time at which the Certificate of Merger is duly filed by the Secretary of State of the State of Delaware, or at such subsequent other date and time as Parent is agreed among the Parties and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Wintrust Financial Corp)

Effective Time. Upon At the time of the Closing, the parties shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at in such time form as the Certificate of Merger is duly filed required by, and executed in accordance with the Secretary of State of relevant provisions of, the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger Business Corporation Act (the date and time of such filing, or such later time as may be agreed to by the Merger becomes effective parties hereto and specified in the Certificates of Merger, being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Hollywood Entertainment Corp)

Effective Time. Upon Subject to the Closingprovisions of this Agreement and in accordance with Delaware law, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged in accordance with the relevant provisions of, Delaware a certificate of merger (the “Certificate of Merger”)law. The Merger shall become effective at such the date and time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Earthlink Inc)

Effective Time. Upon As promptly as practicable after the Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at Delaware, in such time form as the Certificate of Merger is duly filed required by, and executed in accordance with the Secretary of State of the State of relevant provisions of, Delaware or at Law and in such subsequent time form as Parent and approved by the Company shall agree and as shall be specified in the Certificate of Merger Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger becomes effective or the time specified therein being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Hagler Bailly Inc)

Effective Time. Upon Concurrently with the Closing, the parties Parties shall file cause a certificate of merger (the "Certificate of Merger") with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware a certificate in accordance with the DGCL and the terms of merger (the “Certificate of Merger”)this Agreement. 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 subsequent later time as Parent is agreed by the Parties and specified as the Company shall agree and as shall be specified Effective Time in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (EnergySolutions, Inc.)

Effective Time. Upon The Merger shall become effective at the Closingtime and date that the certificate of merger (the "Certificate of Merger"), in the parties shall file with form attached hereto as Exhibit 7, is accepted for filing by the Secretary of State of the State of Delaware a certificate in accordance with the provisions of merger (Section 251 of the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with shall be executed by the Surviving Corporation and delivered to the Secretary of State of the State of Delaware or at such subsequent time as Parent and for filing on the Company shall agree and as shall be specified in the Certificate of Merger (the Closing Date. The date and time when the Merger becomes effective being are referred to herein as the "Effective Time”)."

Appears in 1 contract

Samples: Merger Agreement (Pegasus Communications Corp)

Effective Time. Upon The Merger shall be consummated at the Closing, the parties shall file Closing by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger”)") as required by, and executed in accordance with, the relevant provisions of Delaware Law. The Merger shall become be effective at such the time as that the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such subsequent later time as Parent and may be agreed to by the Company shall agree parties to this Agreement and as shall be specified stated in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Lions Gate Entertainment Corp /Cn/)

Effective Time. Upon At the Closing, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) in such form as is required by and executed in accordance with the relevant provisions of Delaware Law and make such other filings and recordings as required under Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such subsequent later time as Parent and the Company parties shall agree and as shall be specified in the Certificate of Merger such filing (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Hillman Companies Inc)

Effective Time. Upon At the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) shall be duly prepared and executed by ISE, LLC and thereafter delivered to the Secretary of State of the State of Delaware for filing as provided in Section 264 of the DGCL and Section 18-209 of the Act. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Plan and Agreement of Reorganization and Merger (International Securities Exchange Holdings, Inc.)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Level 3 Communications Inc)

Effective Time. Upon As soon as practicable following the Closing, the parties shall file a certificate of merger (the "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware a certificate of merger (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as the Certificate of Merger is shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such subsequent later time as is agreed by Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”"EFFECTIVE TIME").

Appears in 1 contract

Samples: Merger Agreement (Emons Transportation Group Inc)

Effective Time. Upon A certificate of merger satisfying the applicable requirements of Delaware Law in substantially the form attached hereto as Exhibit F (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, the parties shall file filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at upon such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware filing or at such subsequent later time as Parent Acquirer and the Company shall agree and as shall be specified specify in the filed Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Applovin Corp)

Effective Time. Upon A certificate of merger in customary form and substance (the “Certificate of Merger”) shall be executed by the Company and, at the Closing, the parties shall file with delivered to the Secretary of State of the State of Delaware a certificate for filing in accordance with Section 251 of merger (the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Saba Software Inc)

Effective Time. Upon Concurrently with the Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”), executed and filed in accordance with the applicable provisions of the DGCL. The Merger shall become effective at such the time as that the Certificate of Merger is Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Secretary, or at such subsequent later time as Parent and the Company shall and Parent may agree in writing and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Volta Inc.)

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Effective Time. Upon As soon as practicable on the ClosingClosing Date, the parties shall file will cause a Certificate of Merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate as provided in Section 251 of merger (the “Certificate of Merger”)DGCL. The Merger shall become effective at such the time as when the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent may be agreed by the parties in writing and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Movie Star Inc /Ny/)

Effective Time. Upon The Merger shall become effective as set forth in the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger ) which shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the Effective TimeDelaware Secretary”)., on the Closing Date (as hereinafter

Appears in 1 contract

Samples: Merger Agreement (Maxtor Corp)

Effective Time. Upon On the ClosingClosing Date, the parties shall Company and Merger Sub will file the Certificate of Merger with the Office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as the Certificate of Merger is has been duly filed with the Office of the Secretary of State of the State of Delaware Delaware, or at such subsequent later date or time as is agreed by Parent and the Company shall agree Securityholders’ Representative and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Par Pharmaceutical Companies, Inc.)

Effective Time. Upon Subject to the Closingprovisions of this Agreement, the parties hereto shall file with the Secretary of State of the State of Delaware cause a certificate of merger merger, in the form annexed hereto as Exhibit A (the "Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly ") to be filed with the Secretary of State of the State of Delaware, in accordance with Delaware Law, as soon as practicable on or after the Closing Date. The Merger shall be effective at the time of acceptance of the Certificate of Merger by the Secretary of State of the State of Delaware, or at such subsequent time thereafter as Parent and the Company shall agree and as shall be specified is provided in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Algiers Resources Inc/Ny)

Effective Time. Upon A certificate of merger satisfying the applicable requirements of Delaware Law in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable following the Closing, delivered to the parties Secretary of State of the State of Delaware for filing. The Merger shall file become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Biosciences Inc)

Effective Time. Upon Simultaneously with the Closing, the parties Certificate of Merger shall file with be filed in the offices of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as immediately upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger office (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Emusic Com Inc)

Effective Time. Upon Concurrently with the Closing, the parties Merger Parties hereto shall file cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware a certificate of merger (in accordance with the “Certificate of Merger”)DGCL. The time the Merger becomes effective in accordance with applicable law, which shall become effective be the date and time at such time as which the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent other date and time as Parent is agreed between the Merger Parties and the Company shall agree and as shall be specified in the Certificate of Merger (Merger, is referred to herein as the date and time the Merger becomes effective being the “"Effective Time”)."

Appears in 1 contract

Samples: Merger Agreement (Mantech International Corp)

Effective Time. Upon As soon as practicable on the ClosingClosing Date, the -------------- parties hereto shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") with the Secretary of State of --------------------- the State of Delaware a certificate of merger (and shall make all other filings or recordings required by the “Certificate of DGCL with respect to the Merger”). The Merger shall become effective at such time as on the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be date specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").. --------------

Appears in 1 contract

Samples: Merger Agreement (Carey International Inc)

Effective Time. Upon As soon as practicable after the Closing, the parties shall hereto will file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (in such form as required by, and executed in accordance with, the “Certificate relevant provisions of Merger”)the corporation law of such state. The Merger shall become effective at such time as of the Certificate filing of Merger is duly filed the certificate of merger with the Secretary of State of the State of Delaware or at such subsequent time as Parent and is the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time”)."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Regent Group Inc /De)

Effective Time. Upon At or as soon as practicable following the Closing, the parties shall file a certificate of merger or other appropriate documents with the Secretary of State of Delaware with respect to the State Merger executed in accordance with the relevant provisions of Delaware a certificate of merger the DGCL (the "Certificate of Merger"). 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 subsequent other time as Parent Parent, Merger Sub and the Company shall agree and as shall should be specified in the Certificate of Merger (the date and time the Merger becomes effective being referred to herein as the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Warrior Energy Services CORP)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"). The Merger shall become effective at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Isotis Inc)

Effective Time. Upon the Closing, the parties A certificate of merger shall file be filed with the Secretary of State of the State of Delaware a certificate after the Conversion and prior to the effectiveness of merger (the “Certificate of Merger”)registration statement filed to register the Successor Corporation Common Stock offered in the IPO. The Merger shall become effective at such time as upon the Certificate filing of Merger is duly filed the certificate of merger with the Secretary of State of the State of Delaware or at such subsequent other time as Parent and the Company shall parties may agree and as shall be specified stated in the Certificate such certificate of Merger merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Archipelago Holdings L L C)

Effective Time. Upon As soon as practicable on or after the ClosingClosing Date, the parties hereto shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (and shall make all other filings or recordings required by the “Certificate of DGCL with respect to the Merger”). The Merger shall become effective at such time as on the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be date specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Gleason Reporting Group)

Effective Time. Upon Pursuant to the ClosingPlan, the parties Merger shall file become effective at the time (the "Effective Time") of filing with the Secretary of State of the State of Delaware a properly executed certificate of merger, together with any other documents required by law to effectuate the Merger, or at such later time as may be specified in the certificate of merger. The parties shall cause the certificate of merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly to be filed with the Secretary of State of the State state of Delaware or at such subsequent time as Parent and soon as practicable after the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Closing.

Appears in 1 contract

Samples: Merger Agreement (Coffee People Inc)

Effective Time. Upon The Merger shall be effected by filing at the time of Closing, or as soon thereafter as practicable, a certificate of merger (the parties "Certificate of Merger") executed in accordance with Delaware law, and shall file make all other filings and recordings required under Delaware law. The Merger shall become effective (the "Effective Time") upon the acceptance of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 Delaware, or at such subsequent time later date as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 1 contract

Samples: Merger Agreement (Elec Communications Corp)

Effective Time. Upon As promptly as practicable after the Closing, the parties hereto shall file cause the Merger to be consummated by executing and filing the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as upon the filing the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent is agreed to by the parties hereto and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time at which the Merger becomes effective being is referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (DARA BioSciences, Inc.)

Effective Time. Upon As soon as practicable following the Closing, the -------------- parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as the Certificate of Merger is shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such subsequent later time as is agreed by Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Genesee & Wyoming Inc)

Effective Time. Upon On the ClosingClosing Date, the parties shall Company and Merger Sub will file the Certificate of Merger with the Office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as the Certificate of Merger is has been duly filed with the Office of the Secretary of State of the State of Delaware Delaware, or at such subsequent later date or time as is agreed by Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (K12 Inc)

Effective Time. Upon Simultaneously with the Closing, the parties Certificate -------------- of Merger shall file with be filed in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as immediately upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the office. The date and time of the effectiveness of the Merger becomes effective being under the laws of Delaware is the "Effective Time”)."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Visigenic Software Inc)

Effective Time. Upon After the ClosingParties have agreed on the Effective Time (as defined below), the parties shall file with the Secretary of State of the State of Delaware Parties will cause a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly ) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware or as provided in the Delaware LLCA. The Merger shall become effective at such subsequent time as Parent may be agreed by the Parties, in their sole discretion, and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Dynasty Financial Partners Inc.)

Effective Time. Upon As soon as practicable after the Closingsatisfaction or waiver of the conditions set forth in Article X, the parties shall hereto will file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of Delaware and make all other filings or recordings required by the GCL in connection with the Merger. 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 Delaware, or at such subsequent later time as Parent and the Company shall agree and as shall be is specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (PFF Bancorp Inc)

Effective Time. Upon Subject to the Closingprovisions of this Agreement, the parties shall duly prepare, execute and file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). 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 with respect to the Merger and make all other filings or at such subsequent time as Parent and recordings required by the Company DGCL in connection with the Merger. The Merger shall agree and as shall be specified in become effective upon the filing of the Certificate of Merger or at such later time as is specified in such Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (United Airlines, Inc.)

Effective Time. Upon As soon as practicable after the Closing, the parties shall hereto will file with the Secretary of State of the State of Delaware a certificate of merger (in such form as required by, and executed in accordance with, the “Certificate relevant provisions of Merger”)the corporation law of such state. The Merger shall become effective at such time as of the Certificate filing of Merger is duly filed the certificate of merger with the Secretary of State of the State of Delaware or at such subsequent time as Parent and is the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time”)."

Appears in 1 contract

Samples: Merger Agreement (LCS Golf Inc)

Effective Time. Upon Simultaneously with the Closing, the parties Certificate of -------------- Merger shall file with be filed in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)Delaware. The Merger shall become effective at such time as immediately upon the filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the office. The date and time of the effectiveness of the Merger becomes effective being under the laws of Delaware is the "Effective Time”)."

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netsource Communications Inc)

Effective Time. Upon The Merger shall become effective as set forth in the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger”). The Merger ") which shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware or at such subsequent time (the "Delaware Secretary") on the Closing Date (as Parent and the Company shall agree and as defined in Section 9.1). The term "Effective Time" shall be specified the date and time when the Merger becomes effective, as set forth in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 1 contract

Samples: Merger Agreement (First Chicago NBD Corp)

Effective Time. Upon The Merger will be consummated by the Closing, the parties shall file filing of a certificate of merger with the Secretary of State of the State of Delaware a certificate in accordance with Section 251 of merger (the “Certificate of Merger”)Delaware Act. The Merger shall will become effective at such time as the Certificate certificate of Merger merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent Sxxx and the Company shall MMI mutually agree and as shall be specified specify in the Certificate certificate of Merger (the date and merger. The time the Merger becomes effective being in accordance with Sections 103 and 251 of the Delaware Act is referred to in this Agreement as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (Metal Management Inc)

Effective Time. Upon On the ClosingClosing Date, the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) 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 Delaware Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such subsequent other time as Parent Radware and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Radware LTD)

Effective Time. Upon Subject to the provisions of this Agreement, at the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of MergerMerger )) executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger merger shall become be effective at such the date and time as that the Certificate of Merger is has been duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time when the Merger becomes effective being effective, the “Effective TimeTime ”).

Appears in 1 contract

Samples: Merger Agreement (Vought Aircraft Industries Inc)

Effective Time. Upon At the Closing, the parties Parties shall file with cause the Secretary of State of the State of Delaware Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”)) with the Secretary of State of the State of Delaware, in such form as required by, and properly executed in accordance with, the DGCL. 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 subsequent other time as Parent is agreed upon by the Parties and specified as the Company shall agree and as shall be specified Effective Time in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Guitar Center Inc)

Effective Time. Upon At the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) in such form as is required by and executed in accordance with the relevant provisions of the Delaware statutes. The Merger shall become effective at such time as of 11:59 pm on the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger Closing Date (the date and time that the Merger becomes effective being referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (GEE Group Inc.)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a A certificate of merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly be filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent on the Closing Date and the Company shall agree and as Merger shall be specified in deemed effective as of the Certificate time of Merger the filing of the certificate of merger with the Secretary of State of the State of Delaware (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Brown & Brown Inc)

Effective Time. Upon On the ClosingClosing Date, the parties Parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) duly executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to give full effect to the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such subsequent later date and time as Parent and the Company shall agree and as shall be specified specify in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (LKQ Corp)

Effective Time. Upon On the ClosingClosing Date, the parties shall Parties will execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) executed in accordance with the DGCL. The Merger shall will become effective at such the time as of filing of the Certificate of Merger is duly filed with the Secretary of State of Delaware in accordance with the State of Delaware DGCL, or at such subsequent later time as Parent is agreed upon by the Parties and the Company shall agree and as shall be specified set forth in the Certificate of Merger (the date and such time as the Merger becomes effective being is referred to herein as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Walt Disney Co/)

Effective Time. Upon Subject to the Closingprovisions of this Agreement, a certificate of merger in substantially the parties form attached hereto as Exhibit C (the “Certificate of Merger”) shall file be duly executed by the Company and concurrently with or as soon as practicable following the Closing delivered to the Secretary of State of the State of Delaware for filing. 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 (the “Certificate of Merger”). 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 subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Lawson Software, Inc.)

Effective Time. Upon the Closing, the parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective at such time as the Certificate of Merger is shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such subsequent later time as is agreed by Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Sersys Acquisition Corp)

Effective Time. Upon the Closingterms and subject to the conditions set forth in Article VI of this Agreement, the parties hereto shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate in accordance with the relevant provisions of merger (the “Certificate of Merger”)Delaware Law. The Merger shall become effective at such the time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger which specified time shall be a time on the Closing Date (the date and time at which the Merger becomes effective being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Phone Com Inc)

Effective Time. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent date and time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (E-Z-Em, Inc.)

Effective Time. Upon Concurrently with the Closing, the parties shall file cause the Merger to be consummated by filing with the Secretary of State of Delaware (the State “Secretary of Delaware State”) a certificate of merger (the “Certificate of Merger”)) in such form as is required by and duly executed in accordance with Section 251 of the DGCL. The Merger shall become effective at such time as (the “Effective Time”) when the Certificate of Merger is duly has been filed with the Secretary of State of the State of Delaware or at such subsequent later time as Parent is agreed by NFP and the Company shall agree and as shall be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”)Merger.

Appears in 1 contract

Samples: Merger Agreement (National Financial Partners Corp)

Effective Time. Upon At the Closing, the parties hereto shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the "Certificate of Merger”). The Merger shall become effective at such time as the Certificate of Merger is duly ") to be executed and filed with the Secretary of State of the State of Delaware or at such subsequent time as Parent in accordance with the DRULPA and the Company DLLCA. The Partnership Merger shall become effective as of the date and time of such filing, or such other time within 24 hours after such filing as the parties hereto shall agree and as shall to be specified set forth in the Certificate of Merger (the date and time the Merger becomes effective being the “"Effective Time"), which, in either case, shall be immediately following the effective time of the Merger.

Appears in 1 contract

Samples: Partnership Merger Agreement (G&l Realty Corp)

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