We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 13 contracts

Samples: Merger Agreement, Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.)

Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the parties shall prior to the Closing Date, prepare, and on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of mergermerger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as parties hereto, the “Effective Time”).

Appears in 10 contracts

Samples: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc), Merger Agreement (Qlogic Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 8 contracts

Samples: Merger Agreement (Zale Corp), Merger Agreement (STR Holdings (New) LLC), Merger Agreement (STR Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, As promptly as soon as practicable possible on the Closing Date Date, the parties to this Agreement shall file with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY OF STATE") a certificate of merger, executed in accordance with, and merger (the "CERTIFICATE OF MERGER") in such form as is required by, the relevant provisions by and executed in accordance with Section 251 of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of when the Certificate of Merger has been filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein referred to as effective, the “Effective Time”"EFFECTIVE TIME").

Appears in 6 contracts

Samples: Merger Agreement (Omnicare Inc), Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc)

Effective Time. Subject to Before the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file a certificate of merger or other appropriate documents in a form reasonably agreed between the parties (in any such case, the “Certificate of Merger”) with the Delaware Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the DGCL, and the parties shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent time as is agreed to by or date at the parties hereto and time specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 5 contracts

Samples: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the "Effective Time”)."

Appears in 5 contracts

Samples: Merger Agreement (SBC Communications Inc), Agreement and Plan of Merger (Sterling Commerce Inc), Merger Agreement (Tier Technologies Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Blue Martini Software Inc), Merger Agreement (Datastream Systems Inc), Merger Agreement (Magellan Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) satisfying the applicable requirements of the DGCL and duly executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Liposcience Inc), Merger Agreement (Medtox Scientific Inc), Merger Agreement (Orchid Cellmark Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall (i) file a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is (ii) make all other filings or recordings required by, the relevant provisions of by the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at such time as the filing certificate of merger is duly filed with the Secretary of State of the Certificate State of Merger Delaware or at such later other time as is agreed to by the parties hereto and specified in the Certificate certificate of Merger merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 4 contracts

Samples: Merger Agreement (Blue Dolphin Energy Co), Merger Agreement (American Resources Offshore Inc), Agreement and Plan of Merger (American Resources Offshore Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, the relevant provisions of under the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the "Effective Time").

Appears in 4 contracts

Samples: Merger Agreement (Amfm Inc), Merger Agreement (SFX Entertainment Inc), Merger Agreement (Clear Channel Communications Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term "Effective Time" shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is may be agreed to by Parent and the parties hereto Company prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.), Merger Agreement (China Security & Surveillance Technology, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file a certificate of merger with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Somera Communications Inc), Merger Agreement (Jda Software Group Inc), Merger Agreement (Jda Software Group Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (and shall make all other filings or recordings, if any, required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the "Effective Time").

Appears in 4 contracts

Samples: Merger Agreement (Capricorn Investors Iii L P), Merger Agreement (Alltel Corp), Merger Agreement (360 Communications Co)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 4 contracts

Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.), Agreement and Plan of Merger (Quixote Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall acknowledge and file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the "Effective Time").

Appears in 3 contracts

Samples: Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Appears in 3 contracts

Samples: Merger Agreement (Unify Corp), Merger Agreement (Warp Technology Holdings Inc), Merger Agreement (Warp Technology Holdings Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall prepare and execute a certificate of merger (the “Certificate of Merger”) in accordance with the relevant provisions of the DGCL, and the Surviving Corporation shall file the same with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later subsequent time or date as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement (NightHawk Radiology Holdings Inc), Merger Agreement (Viking Holdings LLC), Merger Agreement (Virtual Radiologic CORP)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on following the Closing Date Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed and acknowledged in accordance with, and in such form as is required by, the relevant provisions with Section 251 of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Seattle Genetics Inc /Wa), Merger Agreement (Cascadian Therapeutics, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon As promptly as practicable on the Closing Date (as defined in Section 1.6), the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of mergerDelaware, as required by, and executed in accordance withwith the relevant provisions of, Delaware Law and in such form as is required by, the relevant provisions of the DGCL approved by Acquiror prior to such filing (the “Certificate time of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which specified therein being the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 3 contracts

Samples: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Medco Research Inc), Merger Agreement (King Pharmaceuticals Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL LLCA (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Merger Agreement (Susser Holdings CORP), Merger Agreement (Susser Holdings CORP)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit B attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.).

Appears in 3 contracts

Samples: Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc), Merger Agreement (Paradigm Genetics Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Company shall file a certificate of merger in the form attached hereto as Exhibit C with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement (BCTG Acquisition Corp.), Merger Agreement (Mountain Crest Acquisition Corp II), Merger Agreement (Rodgers Silicon Valley Acquisition Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 3 contracts

Samples: Merger Agreement (Aeroways, LLC), Merger Agreement (Cke Restaurants Inc), Merger Agreement (Cke Restaurants Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other subsequent date or time as is agreed to upon by the parties hereto and specified in the Certificate of Merger (the Merger, such time at which the Merger becomes effective is herein being referred to herein as the “Effective Time.).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc), Merger Agreement (Golden State Vintners Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), substantially in the form of Exhibit A hereto. The Merger shall become effective upon the filing and acceptance for record by the Secretary of State of the State of Delaware of the Certificate of Merger in accordance with the DGCL, or at such later time as is agreed to by the parties hereto prior to the Closing Date and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Iron Acquisition Corp), Merger Agreement (Engelhard Corp)

Effective Time. Subject to On the provisions date of the execution and delivery of this Agreement, as soon as practicable on the Closing Date Agreement by the parties hereto or as promptly as possible thereafter, the parties hereto shall file with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") a certificate of mergermerger (the "Certificate of Merger") or other appropriate documents, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL, and make all other filings or recordings required under the DGCL (in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by with the parties hereto and specified in the Certificate Delaware Secretary of Merger State (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Chiles Offshore Inc/New/), Merger Agreement (Chiles Offshore Inc/New/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, ownership and merger or other appropriate documents executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Yahoo Inc), Merger Agreement (U S Bioscience Inc)

Effective Time. Subject to the provisions of this -------------- Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Alumax Inc), Merger Agreement (Aluminum Co of America)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file or cause to be filed a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerwith respect to the Merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger term “Effective Time” shall become effective upon be the time when the filing of the Certificate of Merger becomes effective or at such later other date and time as is agreed to by the parties hereto and specified may be set forth in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Appears in 2 contracts

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

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required bycomplies with, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to in this Agreement as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)

Effective Time. Subject to As part of the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties hereto shall (A) file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”)) in form and substance as set forth on Exhibit A attached hereto, and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later subsequent time as is agreed to by Parent and the parties hereto Company shall agree and be specified in the Certificate of Merger (the date and time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance withwith the DGCL and shall make all other filings or recordings, and in take such form other and further action as is may be required by, under the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (General Bearing Corp)

Effective Time. Subject to the provisions of this Agreement, a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed by Merger Sub as soon as practicable on the Closing Date the parties shall file Surviving Corporation and thereafter filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”"Delaware Secretary"), as provided in the Delaware General Corporation Law (the "DGCL"), on the Closing Date (as defined in Section 9.1). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary or at such later time thereafter as is provided in the Certificate of Merger and agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Alamosa Holdings Inc), Merger Agreement (Airgate PCS Inc /De/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall will prepare, execute and acknowledge and thereafter file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger in such form as is required by, the relevant provisions of by the DGCL (and will make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall will become effective upon at such time as such filings are made with the filing Delaware Secretary of the Certificate of Merger State, or at such later other time as is agreed to by Merger Sub and the parties hereto and Company agree should be specified in the Certificate of Merger such filings (the date and time at which of such filing, or such later date or time as may be set forth therein, being the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Powerhouse Technologies Inc /De), Merger Agreement (Anchor Gaming)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, if this Agreement shall not have been terminated as provided in Article VIII, the parties shall file acknowledge and cause a certificate of merger or other appropriate documents (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL to be filed with the Secretary of State of the State of Delaware a certificate of merger, executed (the "Secretary") as provided in accordance with, and in such form as is required by, the relevant provisions Section 251 of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the filing of time the Certificate of Merger is duly filed with the Secretary or at such later time as is may be agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Orion Capital Corp), Merger Agreement (Royal Group Inc/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger, ) executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Galderma Laboratories, Inc.), Merger Agreement (Collagenex Pharmaceuticals Inc)

Effective Time. Subject to Concurrently with the provisions of this Agreement, as soon as practicable Closing on the Closing Date Date, the parties shall file a Certificate of Merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Ballard Power Systems Inc.), Merger Agreement (Mandalay Digital Group, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon at such time as such documents are duly filed with the filing Secretary of State of the Certificate State of Merger Delaware, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (American Radio Systems Corp /Ma/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Minerals Technologies Inc), Merger Agreement (Amcol International Corp)

Effective Time. Subject On or (if agreed by HTLF and UMB) prior to the provisions of this AgreementClosing Date, as soon as practicable on the Closing Date the parties shall file cause to be filed a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, (the relevant provisions of the DGCL “Delaware Secretary”) (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL, or at such other time as shall be provided by applicable law (the such time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Umb Financial Corp), Merger Agreement (Heartland Financial Usa Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Secondary Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Secondary Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Susser Holdings CORP), Merger Agreement (Susser Holdings CORP)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties Company shall file with the Secretary of State of the State of Delaware a certificate of mergermerger (the “Certificate of Merger”), executed in accordance with, and in containing such form information as is required by, the relevant provisions of the DGCL (in order to effect the “Certificate of Merger”), and make any other filings or recordings as may be required by Delaware law in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger Xxxxxx has been filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed to by between the parties hereto and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the such date and time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (ChampionX Corp), Merger Agreement (Schlumberger Limited/Nv)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL with respect to the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to herein as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the parties Company and the Parent Entities shall file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL (DGCL, and the “Certificate of Merger”)Parties shall make all other filings and recordings required under the DGCL. The Merger shall become effective upon at the filing of Effective Time, and the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)shall so specify.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger, Agreement and Plan of Merger

Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date (as defined in Section 2.3) or as soon thereafter as is practicable, the parties shall file cause an agreement or certificate of merger to be executed and filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant and in accordance with applicable provisions of of, the DGCL (including, if possible, the “Certificate of Merger”procedures permitted by Section 253 thereof). The , at which time the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Kofax Image Products Inc), Merger Agreement (Silver David S)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger relating to the Merger (the “Certificate of Merger”) in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon at 11:00 a.m., Eastern Time, on the filing of the Certificate of Merger Closing Date (or at such later other time as is may be agreed to in writing by Parent and the parties hereto Company and specified in the Certificate of Merger Merger) (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Easylink Services International Corp), Merger Agreement (Open Text Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, merger relating to the relevant provisions of the DGCL Merger (the “Certificate of Merger”), executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Delaware Secretary of State, or at such later time as is agreed to by the parties hereto Company and specified Parent shall agree and specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (DST Systems Inc), Merger Agreement (SS&C Technologies Holdings Inc)

Effective Time. Subject to the provisions of this AgreementPlan of Merger, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL as soon as practicable on or after the Closing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by the parties hereto Subsidiary and Advantage Health shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Healthsouth Corp), Merger Agreement (Healthsouth Corp)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a Certificate of Merger in the form attached hereto as Exhibit A and made a part hereof (the "Certificate of Merger") and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger at such time as such documents are duly filed as aforesaid, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (American Tower Systems Corp), Merger Agreement (American Radio Systems Corp /Ma/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by Sub and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the "Effective Time”Time of the Merger").

Appears in 2 contracts

Samples: Merger Agreement (Stant Corp), Merger Agreement (Tomkins PLC)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate (the “Secretary of mergerState”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective either upon the filing of the Certificate of Merger or at such later effective time as is agreed to by the parties hereto and specified may be stated in the Certificate of Merger (the such time at which as the Merger becomes effective is herein referred to as effective, the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Viacom Inc.), Merger Agreement (CBS Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (and shall make all other filings or recordings required under the “Certificate of DGCL in order to effect the Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes fully effective is herein being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Alcoa Inc), Merger Agreement (Reynolds Metals Co)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger substantially in the form attached hereto as Exhibit D, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Invitae Corp), Merger Agreement (Invitae Corp)

Effective Time. Subject to Immediately following the provisions of this Agreement, as soon as practicable Closing on the Closing Date Date, the parties shall file cause a certificate of merger relating to the Merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged in accordance with, the applicable provisions of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware a certificate or at such later time as the parties shall agree and specify in the Certificate of merger, executed Merger in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Clarcor Inc.), Merger Agreement (Parker Hannifin Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or if applicable, a certificate of ownership and merger), executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Precision Castparts Corp), Merger Agreement (Titanium Metals Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date Date, the parties shall execute and file with in the office of the Secretary of State of the State of Delaware a certificate of merger, merger (a "Certificate of Merger") executed in accordance with, and in such form as is required by, the relevant provisions of with the DGCL (the “Certificate of Merger”)and shall make all other filings or recordings, if any, required under DGCL. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, or at such later time as is agreed to upon by the parties hereto and specified in the Certificate of Merger set forth therein (the such time at which as the Merger becomes effective is herein referred to herein as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Universal Outdoor Holdings Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall file a certificate of merger for each of the Mergers (the "Certificates of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Mergers shall become effective at such time as the Certificates of Merger are duly filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes Mergers become effective is herein being hereinafter referred to as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Urs Corp /New/), Merger Agreement (Tc Group LLC)

Effective Time. Subject On the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date Date, the parties hereto shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of mergermerger and any other appropriate documents, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL (and other Applicable Law in connection with the “Certificate of Merger”). The Merger shall become effective upon the filing filing, acceptance and effectiveness of the Certificate certificate of Merger merger with the Delaware Secretary of State, or at such later time as is mutually agreed to by the parties hereto and specified in the Certificate of Merger set forth therein (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Akorn Inc), Merger Agreement (Hi Tech Pharmacal Co Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the "Certificate of Merger"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the "Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Crompton Corp), Merger Agreement (Great Lakes Chemical Corp)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the appropriate parties hereto shall execute in the manner required by the DGCL and file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), and the parties hereto shall take such other and further actions as may be required by Law to make the Merger effective. The Merger shall become effective upon the filing of the Certificate of Merger or at such later date and time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Cpi International, Inc.), Merger Agreement (Comtech Telecommunications Corp /De/)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing Date Closing, the parties hereto shall file cause the Merger to be consummated by filing a Certificate of Merger and any related filings required under the DCL with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”)Delaware. The Merger shall become effective upon the filing of the Certificate of Merger at such time as such documents are duly filed as aforesaid, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger such documents (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Omniamerica Inc), Merger Agreement (American Tower Corp /Ma/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall will prepare, execute and acknowledge and thereafter file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and merger in such form as is required by, the relevant provisions of by the DGCL (and will make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall will become effective upon at such time as such filings are made with the filing Delaware Secretary of the Certificate of Merger State, or at such later time as Merger Sub and the Company agree and is agreed to by the parties hereto and specified in the Certificate of Merger such filings (the date and time at which of such filing, or such later date or time as may be set forth therein, being the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 2 contracts

Samples: Merger Agreement (Health Systems Design Corp), Merger Agreement (Perot Systems Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time).

Appears in 2 contracts

Samples: Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date Date, the parties shall file with the Delaware Secretary of State of the State of Delaware a certificate of merger, merger (the "Certificate of Merger") executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such later other time as is agreed to by Parent and the parties hereto and Company shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Sanmina Corp/De)

Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date Date, the appropriate parties hereto shall execute in the manner required by the DGCL and file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the "Certificate of Merger"), and the parties hereto shall take such other and further actions as may be required by Law to make the Merger effective. The Merger shall become effective upon the filing of the Certificate of Merger or at such later date and time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the date and time at which that the Merger becomes effective is herein being hereinafter referred to as the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Cpi International, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall Parties will file a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), executed in accordance with the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Athenex, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Parties shall cause the parties shall file Merger to be consummated by filing a Certificate of Merger of Merger Sub and the Company (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of mergerin such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL DGCL, as soon as practicable on or before the Closing Date (the “Certificate of Merger”as defined in Section 2.3). The Merger shall become effective upon the such filing of the Certificate of Merger or at such later time thereafter as is agreed to by the parties hereto and specified provided in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Liberty Alliance, Inc.)

Effective Time. Subject to the provisions terms of this Agreement, as soon as practicable the Parties shall prior to the Closing Date, prepare, and, on the Closing Date the parties shall Date, execute and file or cause to be filed with the Secretary of State of the State of Delaware a Delaware, the certificate of mergermerger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger Merger, or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (and as is agreed by the time at which the Merger becomes effective is herein referred to as Parties, the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (WillScot Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digimarc Corp)

Effective Time. Subject to the provisions of this Agreementterms and conditions hereof, as soon as practicable on the Closing Date Date, the parties hereto shall file cause a Certificate of Merger (the "Certificate of Merger") in a form reasonably satisfactory to NCE and AMRI, to be filed with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become be effective upon the filing of at such time as the Certificate of Merger or at such later time as is agreed to by shall have been duly filed with the parties hereto and specified in the Certificate Delaware Secretary of Merger State (the time at which the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Albany Molecular Research Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of mergermerger substantially in the form attached hereto as Exhibit C, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (PAETEC iTel, L.L.C.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).. 1

Appears in 1 contract

Samples: Merger Agreement (Vitria Technology Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date Date, the parties shall file cause a certificate of merger substantially in the form attached as Exhibit E to be executed and filed with the Delaware Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”), in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State or at such later other time as is agreed to by the parties hereto shall agree and as shall be specified in the Certificate of Merger (the Merger. The date and time at which when the Merger becomes shall become effective is herein referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (Spark Networks Inc)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date the parties shall file a Certificate of Merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Rentech Inc /Co/)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The On the Closing Date, the Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Am-Source, LLC)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date Date, the -------------- parties hereto shall file the certificate of merger (the "Certificate of -------------- Merger") with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is ------ required by, and executed in accordance with the relevant provisions of the DGCL (the “Certificate date and time of Merger”such filings being the "Effective Time"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).--------------

Appears in 1 contract

Samples: Merger Agreement (Integrated Circuit Systems Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger Mergers shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes Mergers become effective is herein referred to as the “Effective Time”). The Effective Time shall be simultaneous with the closing of the IPO.

Appears in 1 contract

Samples: Merger Agreement (Black Knight Financial Services, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit A attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (Driftwood Ventures, Inc.)

Effective Time. Subject to the provisions terms and conditions of this the Agreement, as soon as practicable the Parties shall prepare and execute a Certificate of Merger substantially in the form of Exhibit 2.2, attached hereto. The Certificate of Merger shall be filed on the date of Closing Date (or such other date as agreed by Buyer and the parties shall file Company) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and the manner provided in such form as is required by, the relevant provisions of the DGCL (and the “Certificate of Merger”). The Merger shall become be effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Concorde Career Colleges Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”)) and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto in writing and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Verenium Corp)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) substantially in the form attached hereto as Exhibit 2.02 with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, and executed in accordance with the relevant applicable provisions of of, the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (AtriCure, Inc.)

Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the parties shall prepare, and on the Closing Date Date, the parties shall file the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, by and executed and acknowledged in accordance with the relevant provisions of the DGCL and make all other filings or recordings required under the DGCL. The parties shall agree on and specify such time on the Closing Date that the Merger shall become effective (the “Effective Time”) in the certificate of merger relating to the Merger (the “Certificate of Merger”). The Merger , which time shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)be consistent with Section 2.01.

Appears in 1 contract

Samples: Merger Agreement (Morgans Hotel Group Co.)

Effective Time. Subject to the provisions of this AgreementAgreement and as provided in the DGCL, as soon as practicable on the Closing Date Date, the parties hereto shall execute and file with the Secretary of State of the State of Delaware a certificate the Certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Merger (the “Certificate of Merger”). , in the form attached hereto as Exhibit C. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been so filed or at such any later time as is agreed to in writing by Parent and the parties hereto Company and as specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Quality Systems, Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Hanover Direct Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Refco Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties hereto shall file cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (DGCL, and shall make all other filings or recordings required under the “Certificate of Merger”)DGCL. The Merger shall become effective upon at the filing of time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or at such later date and time as is may be agreed to by the parties hereto and specified in the Certificate of Merger (the Merger, such date and time at which the Merger becomes effective is herein hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (Waddell & Reed Financial Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date the parties shall file cause to be filed with the Office of the Secretary of State of the State of Delaware a an appropriate certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL and the LLC Act, to effectuate the Merger (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Magellan Health Services Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL (the “Certificate of Merger”"CERTIFICATE OF MERGER"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”"EFFECTIVE TIME").

Appears in 1 contract

Samples: Merger Agreement (Leucadia National Corp)

Effective Time. Subject to the provisions of this -------------- Agreement, as soon as practicable on the Closing Date Date, the parties shall prepare, execute and file a certificate of merger in such form as is required by Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as such filing or filings are made with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Sub and the parties hereto and Company shall agree should be specified in the Certificate of Merger such filings (the date and time at which of such effectiveness, being the Merger becomes effective is herein referred to as the “"Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Buy Com Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the Delaware LLC Act a certificate of merger with the Secretary of State of the State of Delaware in a certificate of merger, executed in accordance with, and in such form as is required by, mutually agreed upon by the relevant provisions of Parties prior to the DGCL Effective Time (the “Certificate of Merger”). The Merger shall become effective upon the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein Merger, being hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (First Financial Bancorp /Oh/)

Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on or after the Closing Date the parties hereto shall file cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") substantially in the form attached hereto as Exhibit 2.02 with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, and executed in accordance with the relevant applicable provisions of of, the DGCL (the “Certificate date and time of Merger”). The Merger shall become effective upon the such filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein being hereinafter referred to as the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Esterline Technologies Corp)

Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable the parties hereto shall prepare and execute a Certificate of Merger setting forth the terms hereof. The Certificate of Merger shall be filed on the date of Closing Date (or such other date as agreed by Parent and the parties shall file Company) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and the manner provided in such form as is required by, the relevant provisions of the DGCL (and the “Certificate of Merger”). The Merger shall become be effective upon at the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Oy Huhtamaki)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date Date, the parties Parties shall file a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (the "Effective Time") as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later subsequent date or time as is agreed to by Parent and the parties hereto Company shall agree and specified specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”)Merger.

Appears in 1 contract

Samples: Merger Agreement (Infonow Corp /)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the Delaware LLC Act a certificate of merger with the Secretary of State of the State of Delaware a certificate in substantially the form of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL Exhibit A attached hereto (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (FORM Holdings Corp.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable the parties Parties shall file cause the Merger to become effective by the execution by the Company and the filing by Parent, in accordance with the DGCL, of a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required byDelaware, the relevant provisions date and time of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Merger Agreement (Bio Lok International Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date the parties shall file cause to be filed with the Office of the Secretary of State of the State of Delaware a an appropriate certificate of merger, executed in accordance with, and in such form as is required by, with the relevant provisions of the DGCL DGCL, to effectuate the Merger (the "Certificate of Merger"). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Magellan Health Services Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date or as soon thereafter as is practicable, the parties Parties shall file cause the Merger to become effective by executing and filing in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon , the filing date and time of the Certificate of Merger such filing, or at such later date and time as is may be agreed to upon by the parties hereto Parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein therein, being hereinafter referred to as the “Effective Time.).

Appears in 1 contract

Samples: Recapitalization Agreement (Neff Finance Corp.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing Date Closing, the parties shall file a certificate of merger (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of mergerDelaware, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later other time as is agreed to by Parent and the parties hereto Company shall agree and specified shall specify in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as being the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Centerplate, Inc.)