Effective Time. Subject to the provisions of this Agreement, at the Closing, the 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 in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 17 contracts
Samples: Agreement and Plan of Merger (ProSight Global, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Petsmart Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership and Parent will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Sprague Resources LP), Agreement and Plan of Merger (Ugi Corp /Pa/), Agreement and Plan of Merger (American Midstream Partners, LP)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Activant Solutions Inc /De/), Agreement and Plan of Merger (NWH Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Resource America, Inc.), Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Phillips 66), Agreement and Plan of Merger (Phillips 66 Partners Lp), Agreement and Plan of Merger (Chevron Corp)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent and the Company and Merger Sub shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Rain Oncology Inc.), Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)
Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Acco Brands Corp), Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (Alltel Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Yurie Systems Inc), Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Lucent Technologies Inc)
Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with the Closing, the Company will parties hereto shall cause a certificate Certificate of merger Merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) to be executed, acknowledged properly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the terms and conditions of the DGCL. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later date or time as may be which the parties hereto shall have agreed by the Company upon and Merger Sub in writing and specified designated in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Effective Time. Subject to the provisions of this Agreement, at (a) Concurrently with the Closing, the Company will Company, Buyer and Acquisition Sub shall cause a certificate of merger (the “Certificate of Merger”) with respect to the Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 (the “Secretary of the DGCLState”) as provided under Delaware Law. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such date and time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Digital Generation, Inc.), Agreement and Plan of Merger (Bentley Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Green Plains Inc.), Agreement and Plan of Merger (Green Plains Partners LP), Agreement and Plan of Merger (Holly Energy Partners Lp)
Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Purchaser and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Petrohawk Energy Corp), Agreement and Plan of Merger (Patina Oil & Gas Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger in connection with the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter herein referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp), Agreement and Plan of Merger (Canadian National Railway Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the 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 in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by MergerCo and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Theragenics Corp), Agreement and Plan of Merger (Michas Alexis P), Agreement and Plan of Merger (Aramark Corp/De)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Sub and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mapco Inc), Agreement and Plan of Merger (Salomon Inc), Agreement and Plan of Merger (Travelers Group Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL and other applicable law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with as Sub and the DGCL Company shall agree (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Chase Venture Capital Associates L P)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed), acknowledged and filed together with any required related certificates, with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (GCP Sunshine Acquisition, Inc. A Delaware Corp), Agreement and Plan of Merger (Audible Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ford Gerald J), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Golden State Bancorp Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company will parties hereto shall cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) to be executed), acknowledged with the Secretary of State of the State of Delaware, in accordance with the terms and conditions of the DGCL. The Merger shall become effective at the time that the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware , or at such later date or time as may be which the parties hereto shall have agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (as the effective time of the Merger being hereinafter referred to as (the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fulgent Genetics, Inc.), Agreement and Plan of Merger (Accolade, Inc.), Agreement and Plan of Reorganization (Twilio Inc)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by the Company VMware and Merger Sub Pivotal shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pivotal Software, Inc.), Agreement and Plan of Merger (Dell Technologies Inc), Agreement and Plan of Merger (Vmware, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall execute and file a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”"EFFECTIVE TIME").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Quarterdeck Corp), Agreement and Plan of Merger (Symantec Corp)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, after the satisfaction or waiver of each of the conditions set forth in Article VI, Acquiror, Merger Sub and the Company will shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed to by Acquiror and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cirrus Logic, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to shall be executed, acknowledged and filed with the Secretary of State of the State of Delaware with respect to the Merger (the “Certificate of Merger”), in such form as is required by, and executed in accordance with Section 251 with, the applicable provisions of the DGCL, respectively. The Merger will shall become effective at such the time as of filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as the parties hereto may be agreed by the Company agree and Merger Sub in writing and specified as is provided in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter shall become so effective is herein referred to as the “Effective Time.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Georgia Gulf Corp /De/), Agreement and Plan of Merger (PPG Industries Inc), Agreement and Plan of Merger (Georgia Gulf Corp /De/)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company will shall 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 in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Venoco, Inc.)
Effective Time. Subject to the provisions of this --------------- Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Asta Funding Inc), Agreement and Plan of Merger (Cornerstone Therapeutics Inc), Agreement and Plan of Merger (Dell Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at in connection with the Closing, the Company will Company, Merger Sub and Buyer shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 applicable provisions of the DGCL and shall make all other filings or recordings as required under the DGCL. The Merger will shall become effective at such the time as that the filing of the Certificate of Merger has been duly filed with is accepted by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snap Interactive, Inc), Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (LiveXLive Media, Inc.)
Effective Time. (a) Subject to the provisions of this Agreement, at the Closing, the Company ETP will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and DLLCA (the “Certificate of Merger”) ), in such form as necessary to effect the Merger and to change the name of the Surviving Entity to “Energy Transfer, LP”, to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company SXL and Merger Sub ETP in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunoco Logistics Partners L.P.), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership GP will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Valero Energy Partners Lp)
Effective Time. Subject to the provisions of this the Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Agreement and Plan of Merger (Integrated Health Services Inc), Kirkwood Acquisition Corp
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will AMID shall cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company SXE and Merger Sub AMID in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Southcross Energy Partners, L.P.), Agreement and Plan of Merger (American Midstream Partners, LP)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Unison Software Inc), Agreement and Plan of Merger (International Business Machines Corp)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company will cause and Acquisition Sub shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by the Trust and the Company shall agree and Merger Sub in writing and as is specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Republic Group Inc), Agreement and Plan of Merger (Republic Group Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company CBI and Merger Sub in writing IXC shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc /Oh/), Agreement and Plan of Merger (Trustees of General Electric Pension Trust)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of Delaware a certificate of merger or other appropriate documents (in any such case, the State "Certificate of Delaware Merger") executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Sub and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp), Agreement and Plan of Merger (Cocensys Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at the Closing, the Buyer and the Company will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in such form as required by and in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such (the “Effective Time”) upon (i) the date and time as the Certificate of Merger has been duly filed with the Secretary of State of in accordance with the State of Delaware DGCL, or at (ii) such later date or time other time, if any, as may be agreed by the Company parties shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time Merger. The filing of the Certificate of Merger being hereinafter referred to shall be made as soon as practicable on the “Effective Time”)Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger effecting the Merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company JPE and Merger Sub AMID in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Midstream Partners, LP), Agreement and Plan of Merger (JP Energy Partners LP)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Closing the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 with, and in such form as is required by, the relevant provisions of the DGCLDGCL with respect to the Merger (the “Certificate of Merger”). The Merger will shall become effective at such time as upon the acceptance of the Certificate of Merger has been duly filed with by the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to in writing by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the 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 in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hampshire Group LTD), Agreement and Plan of Merger (Naf Holdings Ii, LLC)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company will cause file a certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with Section 251 of with, the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware on the Closing Date, or at such later date or time as may be agreed by Parent and the Company may agree and Merger Sub in writing and specified specify in the Certificate of Merger Merger. As used in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as this Agreement, the “Effective Time”)” means the time at which the Merger becomes effective.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usg Corp), Agreement and Plan of Merger (Gebr. Knauf Verwaltungsgesellschaft Kg)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later subsequent date or time as may be agreed by the Company DWD and Merger Sub in writing MS shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dean Witter Discover & Co), Agreement and Plan of Merger (Morgan Stanley Group Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Delaware Secretary of State accepts the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware for record, or at such later subsequent date or time as may be agreed by the Company Discount and Merger Sub in writing Hi/Lo shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Discount Auto Parts Inc), Agreement and Plan of Merger (Hi Lo Automotive Inc /De)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company CTI and NICOYA 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 in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time provisions of §253 of the DGCL. The date and time when the Merger being hereinafter will become effective is herein referred to as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coya Therapeutics, Inc.), Agreement and Plan of Merger (Coya Therapeutics, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later subsequent date or time as may be agreed by the Company Parent and Merger Sub in writing Target shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exactis Com Inc), Agreement and Plan of Merger (24/7 Media Inc)
Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company will and Merger Sub I shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged executed and filed with in accordance with, and containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be is agreed by between the Company and Merger Sub in writing Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective such date and time of the Merger being is hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the Closing, Closing Date the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”) and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.), Agreement and Plan of Merger (Duratek Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will cause a certificate of merger in a form reasonably acceptable to Purchaser and the Company (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL as soon as practicable on or after the Closing Date, and make any and all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger or certificate of ownership and merger, as applicable (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
Effective Time. Subject to the provisions of this Agreement, at Immediately following the Closing, the Company will parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executedin such form as is required by, and executed and acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger will shall become effective at such date and time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (Universal Health Services Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company and Parent will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed consummated by filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “Certificate of Merger”), duly executed and completed in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at on such time on the Closing Date as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may shall be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IHS Inc.), Agreement and Plan of Merger (Markit Ltd.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the The Company will cause shall file a certificate of merger that has been duly executed and acknowledged in accordance with, and in such form as required by, the relevant provisions of the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance substantially concurrently with Section 251 of the DGCLClosing. The Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be mutually agreed to in writing by the Company Parties and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time as of which the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RPX Corp), Agreement and Plan of Merger (Schulman a Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, each of the Company will cause and Merger Sub shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State of and make all other filings or recordings required by the State of Delaware DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L3harris Technologies, Inc. /De/), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the The Company will cause shall file a certificate of merger that has been duly executed and acknowledged in accordance with, and in such form as required by, the relevant provisions of the DGCL (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance substantially concurrently with Section 251 of the DGCLClosing. The Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be mutually agreed to in writing by Parent and the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time as of which the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TransDigm Group INC), Agreement and Plan of Merger (Esterline Technologies Corp)
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger"), executed in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or other time as may be is agreed by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes fully effective being hereinafter referred to as the “"Effective Time”"); provided, that the Merger and the Dexter Merger shall occur simultaneously.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dexter Corp), Agreement and Plan of Merger (Life Technologies Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause Parties shall file a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDelaware Corporation Law and shall make all other filings or recordings required under the Delaware Corporation Law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may TCI and Prospect Global shall agree should be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prospect Global Resources Inc.), Agreement and Plan of Merger (Prospect Global Resources Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Parties shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed and acknowledged in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Net Inc), Agreement and Plan of Merger (Centene Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the ““ Certificate of Merger”” ) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the ““ Effective TimeTime ”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will shall 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 in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Envision Healthcare Corp), Agreement and Plan of Merger (CST Brands, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan Energy Partners L P), Agreement and Plan of Merger (Copano Energy, L.L.C.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company Partnership will cause a certificate of merger merger, executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “Certificate of Merger”) to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Markwest Energy Partners L P), Agreement and Plan of Merger
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the Closing Date, immediately after the Closing, the Company parties 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 in accordance with such form as required by Section 251 of the DGCLDGCL and make all other filings or recordings required under the DGCL in connection with the Merger. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective time of the Merger being hereinafter becomes effective is referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DGCL (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rattler Midstream Lp), Agreement and Plan of Merger (Rattler Midstream Lp)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, the Company will Parties shall cause a certificate of merger merger, in substantially the form attached hereto as Exhibit D (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the applicable provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with is accepted for filing by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will and Merger Sub shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) with respect to the Merger, in such form as required by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware becomes effective or at such later other date or and time as may be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Idg-Accel China Growth Fund Ii L P), Agreement and Plan of Merger (MEMSIC Inc)
Effective Time. Subject to the provisions of this Agreement, at the Merger Closing, the Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
Effective Time. Subject to As soon as practicable following, and on the provisions of this Agreementdate of, at the Closing, the Company Spinco and Merger Sub will cause a certificate of merger relating to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub Parties in writing and specified in the Certificate of Merger but in accordance with any event after the DGCL Charter Amendment Effective Time (the effective time of the Merger being hereinafter referred to as such date and time, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Discovery, Inc.), Agreement and Plan of Merger (At&t Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company parties hereto will cause a certificate of merger merger, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged and duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company Partnership and Merger Sub Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shell Midstream Partners, L.P.), Agreement and Plan of Merger (BP Midstream Partners LP)
Effective Time. Subject to the provisions of this Agreement, at on the Closing Date, substantially concurrently with the Closing, the Company ARRIS and Merger Sub will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DLLCA and the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Merger Sub parties hereto in writing and specified set forth in the Certificate of Merger in accordance with the DLLCA and the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Arris Group Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties shall execute and acknowledge a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed file it with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company and Merger Acquisition Sub in writing shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bway Corp), Agreement and Plan of Merger (JLM Industries Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company will shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the relevant provisions of the DGCLDGCL and other applicable Delaware Law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermo Fisher Scientific Inc.), Agreement and Plan of Merger (Dionex Corp /De)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause a certificate of merger (parties shall file the “Certificate of Merger”) to be executed, acknowledged and filed Merger with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company and Merger Sub in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective being, the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Therasense Inc), Agreement and Plan of Merger (Therasense Inc)
Effective Time. Subject to the provisions of this Agreement, at (i) Concurrently with the Closing, the Company will shall cause a certificate of merger with respect to the Company Merger (the “Company Merger Certificate of Merger”) to be executed, acknowledged executed and filed with the Delaware Secretary of State of the State of Delaware in accordance with Section 251 of as provided under the DGCL. The Company Merger will shall become effective on the date and at such the time as at which the Company Merger Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Acquisition Sub in writing and specified in the Company Merger Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter herein referred to as the “Company Merger Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (American Capital, LTD)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Purchaser and the Company will shall 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 in accordance with Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Purchaser and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stiefel Laboratories, Inc.), Agreement and Plan of Merger (Barrier Therapeutics Inc)
Effective Time. Subject Unless this Agreement is earlier terminated pursuant to the provisions of this Agreement, at the Closingterms hereof, the Company will cause a certificate of merger Merger shall become effective at or following the Closing (as defined in Section 1.09) upon the “Certificate of Merger”) to be executed, acknowledged and filed filing with the Secretary of State of the State of Delaware (the “Secretary of State”) of a certificate of merger in accordance with Section 251 the requirements of the DGCLDGCL (the “Certificate of Merger”). The Merger will become effective When used in this Agreement, the term “Effective Time” means the date and time at such time as which the Certificate of Merger has been duly filed with is accepted by the Secretary of State of the State of Delaware for filing, or at such later date or time as may shall be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”)Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovive Pharmaceuticals, Inc.), Agreement and Plan of Merger (Cytrx Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tejas Inc), Agreement and Plan of Merger (Tejas Inc)
Effective Time. Subject to the provisions of this Agreement, at As soon as practicable following the Closing, the Company (at the direction of the Special Committee) and Dimensional will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company parties in writing, as is permissible under the DGCL and Merger Sub in writing and as specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orchard Enterprises, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Effective Time. Subject to the provisions of this Agreement, at As soon as practicable after the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed 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 and acknowledged in accordance with Section 251 with, the provisions of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may the Parties shall agree in compliance with the DGCL and as shall be agreed by the Company and Merger Sub in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective such time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.), Agreement and Plan of Merger (American Cannabis Company, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger becomes effective being hereinafter herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)
Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company will and Merger Sub shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledged executed and filed with in accordance with, and containing such information as is required by, the Secretary of State relevant provisions of the State of Delaware DGCL in accordance with Section 251 of order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be is agreed by between the Company and Merger Sub in writing Parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective such date and time of the Merger being is hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc)
Effective Time. Subject to the provisions As a part of this Agreement, at the Closing, the Company will and CEH LLC shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged properly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 the terms and conditions of the DGCLDGCL and shall take all such other and further actions as may be required by applicable Law to make the Merger effective as promptly as practicable. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly is filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later date or and time as may be agreed by the Company and Merger Sub in writing and is specified in the Certificate of Merger in accordance with the DGCL (the effective such time of the Merger and date being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Aurora Foods Inc /De/), Agreement and Plan of Reorganization and Merger (Sea Coast Foods, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closingclosing, the Company will parties shall 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 in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Trooper and Merger Sub Ranger in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tornier N.V.), Agreement and Plan of Merger (Wright Medical Group Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties hereto 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 Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Merger Sub in writing Parent shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IsoPlexis Corp), Agreement and Plan of Merger (Berkeley Lights, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the 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 in accordance with Section 251 of the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jarden Corp), Agreement and Plan of Merger (K2 Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company will cause a certificate of merger (the “"Certificate of Merger”") shall be duly prepared and executed by the Surviving Corporation and thereafter delivered to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the "Secretary of State") for filing, as provided in accordance with Section 251 of the DGCL, on, or as soon as practicable after, the Closing Date. The Merger will shall become effective at such the time as of the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Siemens and the Company and Merger Sub in writing and specified stated in the Certificate of Merger in accordance with the DGCL (the effective date and time of the Merger such filing (or stated later time, if any) being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft), Agreement and Plan of Merger (Entex Information Services Inc)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date (as defined in Section 1.3), the Company will cause a certificate of merger parties shall (i) file the “appropriate Certificate of Merger”) to be executed, acknowledged Merger in such form as is required by and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and (ii) make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company and Merger Sub in writing agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective such time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Turbochef Technologies Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will parties shall cause the Merger to be consummated by filing a certificate of merger or other appropriate documents (the “"Certificate of Merger”") to be executed, acknowledged and filed executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware in accordance with Section 251 of and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with and accepted by the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by the Company AIC and Merger Sub in writing CAX shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commercial Assets Inc), Agreement and Plan of Merger (Asset Investors Corp)
Effective Time. Subject to the provisions terms of this Agreement, at the ClosingBLUE MOOSE, the Company MERGER SUB and LIQTECH will cause the Merger to be consummated by causing, on the Closing Date, a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged executed in accordance with the relevant provisions of the DGCL and filed with the Delaware Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLState. The Merger will shall become effective on the later of (a) the time at such time as which the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at (b) such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Blue Moose Media Inc), Agreement and Plan of Merger (Blue Moose Media Inc)
Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at as promptly as practicable after the ClosingClosing and on the Closing Date, Parent and the Company will cause a certificate of merger (the “Certificate of Merger”) to be duly prepared, executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Secretary of State”) as provided in accordance with Section 251 of the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of or, subject to the State of Delaware or at DGCL, such later date or other time as may be is agreed upon by the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (KCS Energy Inc), Agreement and Plan of Merger (Petrohawk Energy Corp)
Effective Time. Subject to Concurrently with the provisions of this Agreement, at the Merger Closing, the Company will Company, Parent and Merger Sub shall cause a certificate of merger or certificate of ownership and merger, as the case may be (the “Certificate of Merger”) ), with respect to the Merger to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of as provided under the DGCL. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed by between the Company and Merger Sub in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amerisourcebergen Corp), Agreement and Plan of Merger (MWI Veterinary Supply, Inc.)
Effective Time. (a) Subject to the provisions terms and conditions of this AgreementPlan, at on or before the ClosingClosing Date, the Company parties will execute and 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 as provided in accordance with Section 251 252 of the DGCLDGCL and a certificate of merger to be filed with the Secretary of State of the State of New York as provided in Section 907 of the NYCBL. The Merger will become effective at such time as the Certificate such certificates of Merger has merger have been duly filed with the Secretary of State of the State of Delaware filed, or at such later date or other time as may be agreed by the Company specified therein. The date and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Smithtown Bancorp Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the “Certificate of Merger”), executed in accordance with Section 251 the relevant provisions of the DGCL. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Merger Sub in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albemarle Corp), Agreement and Plan of Merger (Rockwood Holdings, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at a Certificate of Merger (the Closing, "Merger Certificate") shall be duly executed by the Company will cause a certificate and thereafter delivered to the Secretary of merger State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as the “Merger Certificate of Merger”) to be executed, acknowledged and is duly filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger will become effective at DGCL or such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Merger Sub in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carr Gottstein Foods Co), Agreement and Plan of Merger (Safeway Inc)
Effective Time. Subject to the provisions of this Agreement, at upon the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed Merger Sub shall file with the Secretary of State of the State of Delaware a certificate of merger, executed, acknowledged and filed in accordance with Section 251 the relevant provisions of the DGCLDGCL (the “Certificate of Merger”). The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be is agreed to by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autoinfo Inc), Agreement and Plan of Merger (NationsHealth, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the Company will Parties shall cause a the certificate of merger merger, substantially in the form attached as Exhibit C hereto (the “Certificate of Merger”) ), to be executed, acknowledged executed and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCLDelaware. The Merger will shall become effective at such the time as that the Certificate of Merger has been duly filed with is accepted for filing by the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Samples: Equity Purchase and Merger Agreement (ManpowerGroup Inc.)
Effective Time. Subject to the provisions of this Agreement, The Merger shall become effective at the Closing, the Company will cause -------------- time of filing a certificate of merger substantially in the form attached hereto as Exhibit A (the “"CERTIFICATE OF MERGER") with the Secretary of State of the --------- State of Delaware in accordance with the provisions of Section 251 of the GCL, which Certificate of Merger”) Merger shall be delivered to be executed, acknowledged and filed with the Secretary of State of the State of Delaware for filing within three business days following the day on which the last of the conditions set out in Article VIII of this Agreement shall have been fulfilled or waived in accordance with Section 251 of the DGCLthis Agreement. The date and time on which the Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter is herein referred to as the “Effective Time”)"EFFECTIVE TIME".
Appears in 1 contract
Samples: Agreement and Plan of Merger (Century Maintenance Supply Inc)
Effective Time. Subject to the provisions of this --------------- Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company WorldCom and Merger Sub in writing SkyTel shall agree and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Skytel Communications Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, Merger Sub and the Company will shall cause a certificate of merger (the “Merger to be consummated by filing the Certificate of Merger”) Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware Delaware, in accordance with Section 251 the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law in order to consummate the DGCLMerger. The Merger will shall become effective at such the time as the Certificate of Merger has been duly filed with acceptance by the Secretary of State of the State of Delaware of the Certificate of Merger or at such later date or time as may be agreed to by Acquiror and the Company and Merger Sub in writing (and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger Merger) being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Oncothyreon Inc.)
Effective Time. Subject to the provisions of this Agreement, at upon the Closing, Closing Date the Company will cause parties shall file a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL and other applicable law. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with as the DGCL Purchaser and the Company shall agree (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Blanch E W Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with Section 251 with, and in such form as is required by, the relevant provisions of the DGCLDGCL with respect to the Merger (the “Certificate of Merger”). The Merger will shall become effective at such time as upon the acceptance of the Certificate of Merger has been duly filed with by the Secretary of State of the State of Delaware or at such later date or time as may be is agreed to in writing by the Company and Merger Sub in writing parties hereto and specified in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter becomes effective is herein referred to as the “Effective Time”).
Appears in 1 contract
