Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 6 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Atrion Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Samples: Merger Agreement (MassRoots, Inc.), Merger Agreement (Harvard Bioscience Inc), Merger Agreement (MassRoots, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Purchaser under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Samples: Merger Agreement, Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement (U.S. Concrete, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Allergan PLC)
Effective Time. On Parent, Sub and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be filed on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL, and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Samples: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp), Merger Agreement (Ryerson Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub Purchaser and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Samples: Merger Agreement (Cytyc Corp), Merger Agreement (Adeza Biomedical Corp), Agreement and Plan of Merger (Redback Networks Inc)
Effective Time. On Subject to the Closing Dateterms and conditions of this Agreement, or on such other date as at the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in such substantially the form attached hereto as required by and Exhibit A (the “Certificate of Merger”), as provided in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or at such other date and or time as is agreed upon by Parent and the Company shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 4 contracts
Samples: Merger Agreement (United Rentals North America Inc), Merger Agreement (Neff Corp), Merger Agreement (H&E Equipment Services, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub Purchaser and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 4 contracts
Samples: Merger Agreement (Nextest Systems Corp), Merger Agreement (Altra Holdings, Inc.), Merger Agreement (Teradyne, Inc)
Effective Time. On Prior to the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to prepare, and on the Merger (Closing Date the “Certificate of Merger”) to be executed and filed Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such form as required by and case, the "Certificate of Merger") executed in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware State, or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the “Merger becomes effective being the "Effective Time”").
Appears in 4 contracts
Samples: Merger Agreement (Penney J C Co Inc), Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Genovese Leonard)
Effective Time. On Prior to the Closing DateMerger Closing, or on such other date as Parent and the Company may agree to in writingshall prepare, Parentand on the Merger Closing Date, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such form as required by and case, the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 4 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.), Merger Agreement (Dermira, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Closing, the Company may agree to in writing, Parent, Merger Sub and the Company Parent shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Delaware Secretary of State”) in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Delaware Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Samples: Merger Agreement (Innoviva, Inc.), Merger Agreement (Entasis Therapeutics Holdings Inc.), Merger Agreement (Telenav, Inc.)
Effective Time. On Parent, the Purchaser and the Company will cause a certificate of merger, or, if applicable, a certificate of ownership and merger (as applicable, the "Certificate of Merger"), to be executed and filed on the date of the Closing Date, (as defined in Section 1.7) (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of Delaware (the State "Secretary of Delaware State") as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at on the time date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”."
Appears in 4 contracts
Samples: Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (First Alert Inc), Merger Agreement (First Alert Inc)
Effective Time. On the Closing Date, Date (or on such other date as Parent and the Company may agree to in writingagree), Parent, the Company and Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware in such form as required by and a certificate of merger (the “Certificate of Merger”) executed in accordance with Section 251 with, and containing such information as is required by, the relevant provisions of the DGCLDGCL in order to effect the Merger. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 4 contracts
Samples: Merger Agreement (HFF, Inc.), Merger Agreement (Jones Lang Lasalle Inc), Merger Agreement (CBOE Holdings, Inc.)
Effective Time. On The parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCLCompany, such date and time hereinafter referred to as being the “Effective Time”).
Appears in 4 contracts
Samples: Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (BAE Systems, Inc.), Merger Agreement (Bae Systems PLC)
Effective Time. On Parent, Purchaser and the Company shall cause an appropriate certificate of merger or certificate of ownership and merger (the "Certificate of Merger") to be executed and filed on the Closing Date, Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time and on the date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other time and date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such time and date and time hereinafter referred to as the “"Effective Time”."
Appears in 3 contracts
Samples: Merger Agreement (Emulex Corp /De/), Merger Agreement (Vixel Corp), Merger Agreement (Emulex Corp /De/)
Effective Time. On As soon as practicable, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp), Merger Agreement (Cleveland-Cliffs Inc.)
Effective Time. On Subject to the provisions of this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause file a certificate of merger with respect relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by by, and executed in accordance with Section 251 of with, the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of on the State of Delaware Closing Date, or at such other date and later time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCLMerger. As used herein, such date and time hereinafter referred to as the “Effective Time”” shall mean the time at which the Merger shall become effective.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Merger Agreement (Lantheus Holdings, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall will become effective at the date and time at which the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other date and time as is agreed upon by Parent the parties hereto will agree in writing (subject to the requirements of the DGCL) and the Company and specified will specify in the Certificate of Merger in accordance with (the DGCLtime the Merger becomes effective, such date and time hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Pfizer Inc), Merger Agreement (Seagen Inc.), Acquisition Agreement
Effective Time. On Prior to the Merger Closing, the Company shall prepare, and on the Merger Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such form as required by and case, the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Vitae Pharmaceuticals, Inc), Merger Agreement (Celator Pharmaceuticals Inc), Merger Agreement (Jazz Pharmaceuticals PLC)
Effective Time. On At the Closing Date, or on such other date as Parent and the Company may agree to in writingClosing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed filed, in accordance with the DGCL, with the Secretary of State of the State of Delaware and shall make all other filings or recordings required in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company Parties and specified in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and other applicable Delaware Law and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other date and later time on the Closing Date as is may be agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 3 contracts
Samples: Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 2 contracts
Samples: Merger Agreement (Qualtrics International Inc.), Merger Agreement (Bojangles', Inc.)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, promptly after the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated under DGCL by filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with DGCL (the DGCL, such date and effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as Parent and simultaneously with the Company may agree to in writingClosing, Parent, Merger Sub and the Company parties hereto shall cause (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company shall agree in writing and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.
Appears in 2 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Correctional Services Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Cumulus Media Inc), Merger Agreement (Harman International Industries Inc /De/)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective on the date and time at the time which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter on which the Merger becomes effective is referred to herein as the “Effective Time.”.
Appears in 2 contracts
Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Effective Time. On Prior to the Closing, Parent shall prepare, and on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCLLLC Act and shall make all other filings or recordings required under the LLC Act in connection with the Merger. The Merger shall become effective at the time upon which the Certificate of Merger shall have been is duly filed and accepted with the such Secretary of State of the State of Delaware State, or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Effective Time. On Subject to the provisions of this Agreement, as promptly as reasonably practicable on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger shall will become effective on such date and at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Hologic Inc), Merger Agreement (Gen Probe Inc)
Effective Time. On Parent, Merger Subsidiary, and the Company will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the Closing Date, (as defined below) (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at on the time date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”."
Appears in 2 contracts
Samples: Merger Agreement (Canisco Resources Inc), Merger Agreement (Canisco Resources Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a an appropriate certificate of merger with respect to the Merger or other appropriate documents (the “Certificate of Merger”) to be executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Test Systems, Inc.), Merger Agreement (Teradyne, Inc)
Effective Time. On The parties to this Agreement shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCLDelaware Law. The Merger shall become effective at as of the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger and as is agreed to by Parent and the Company in accordance with the DGCL, such date and time hereinafter referred to as writing (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Alleghany Corp /De), Merger Agreement
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Parent under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company, Merger Sub or Parent under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Delaware Secretary of State of the State of Delaware or on such other date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Analog Devices Inc), Merger Agreement (Linear Technology Corp /Ca/)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Effective Time. On Subject to the terms and conditions hereof, as soon as practicable following the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCLDGCL and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Providence Equity Partners VI L P), Merger Agreement (Sra International Inc)
Effective Time. On Parent, Purchaser and the Company shall cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at on the time date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “"Effective Time”."
Appears in 2 contracts
Samples: Merger Agreement (Orbitz Inc), Merger Agreement (Cendant Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been Xxxxxx is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Effective Time. On Simultaneously with the Closing DateMerger Closing, or on such other date as the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) ), with respect to the Merger to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Secretary of State”), in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective on the date and time at the time which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and and/or time as is agreed upon by Parent and between the Company parties and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)
Effective Time. On At or promptly following the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL, and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Pinnacle Foods Inc.), Merger Agreement (Conagra Brands Inc.)
Effective Time. On Prior to the Merger Closing, Merger Sub shall prepare, and on the Merger Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such form as required by and case, the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Noven Pharmaceuticals Inc), Merger Agreement (Hisamitsu U.S., Inc.)
Effective Time. On Upon the terms and subject to the conditions set forth in this Agreement, promptly after the Closing on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated under Delaware Law by filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (CSR PLC), Merger Agreement (Zoran Corp \De\)
Effective Time. On Subject to the provisions of this Agreement, Parent and the Company shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date, Date (or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”agree) to be executed and filed with the Secretary of State of the State of Delaware Delaware, in such form as required by by, and executed in accordance with Section 251 with, the relevant provisions of the DGCL. The Merger shall become effective at DGCL (the date and time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or such other date and later time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCLCompany, such date and time hereinafter referred to as being the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 2 contracts
Samples: Merger Agreement (Vmware, Inc.), Merger Agreement (Carbon Black, Inc.)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in such form as required by and in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or on such other later date and time as is shall be agreed upon to by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed acknowledged and delivered to Parent at the Closing and, as soon as reasonably practicable following the Closing, Parent shall file the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, in such form as required by and each case in accordance with Section 251 of the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCLDGCL (the effective time of the Merger, such date and time hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (as defined in Section 1.3) or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been Xxxxxx is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time.”.
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of First Merger”) to be executed filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in such form as the DGCL and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of First Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by the Parent and the Company and specified in the Certificate of Merger in accordance with the DGCLFirst Merger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as simultaneously with the Closing, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company and specified shall specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time.”.
Appears in 1 contract
Samples: Merger Agreement (Geo Group Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by executing and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Certificate of Merger”) in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other filings or recordings as required under the DGCL. The Merger shall become effective at the date and time at which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and time as is mutually agreed upon in writing by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time”.
Appears in 1 contract
Samples: Merger Agreement (Iparty Corp)
Effective Time. On At the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”“) shall be duly prepared and executed by the Surviving Corporation and thereafter delivered to be executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State“) for filing, as provided in such form as required by and in accordance with Section 251 of the DGCL, on the Closing Date. The parties shall make all other filings required under the DGCL, and the Merger shall become effective at the time of the filing of the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware State, or at such other date and later time as is may be agreed upon by Parent and the Company and specified stated in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter of such filing (or stated later time, if any) being referred to herein as the “Effective Time”“).
Appears in 1 contract
Samples: Merger Agreement (Cephalon Inc)
Effective Time. On As part of the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company parties hereto shall cause (A) file a certificate of merger with respect to the Merger (the “Certificate "CERTIFICATE OF MERGER"), or, if applicable, a certificate of Merger”) to be executed ownership and filed with the Secretary of State of the State of Delaware merger, in such form as is required by and executed in accordance with Section 251 the relevant provisions of the DGCL and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been Merger, or, if applicable, the certificate of ownership and merger, is duly filed with the Delaware Secretary of State of the State of Delaware or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and be specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the “Effective Time”Merger becomes effective being the "EFFECTIVE TIME").
Appears in 1 contract
Samples: Merger Agreement (Synavant Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon in writing by Parent and the Company and Parent and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a an appropriate certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall take all such form reasonable further actions as may be required by and in accordance with Section 251 of Law to make the DGCLMerger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “"Effective Time”").
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub MergerCo and the Company shall cause duly execute a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file such Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been duly filed with examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and specified shall specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Transaction Systems Architects Inc)
Effective Time. On the Closing Date, Date (or on such other date as the Parent and the Company may agree to in writing), Parent, Merger Sub and the Company Parties shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware in such form as required Delaware, and executed by and the Company in accordance with Section 251 with, the applicable provisions of the DGCL. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with and accepted for filing by the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by the Parent and the Company and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”".
Appears in 1 contract
Samples: Merger Agreement (Animal Health International, Inc.)
Effective Time. On Subject to the terms and conditions set forth in this Agreement, on the Closing DateDate (as defined below), or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect merger, in proper form and mutually acceptable to the Merger parties (the “Certificate of MergerMerger Certificate”) to ), shall be duly executed and filed with acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the time the Merger Certificate of Merger shall have been is duly filed with the Secretary of State of in accordance with the State of Delaware DGCL or such other date and later time as is agreed upon by Parent and the Company may agree upon and specified as set forth in the Merger Certificate of (the time the Merger in accordance with the DGCL, such date and time hereinafter becomes effective being referred to herein as the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Improvenet Inc)
Effective Time. On Subject to the Closing Date, or on such other date as Parent terms and the Company may agree to in writingconditions of this Agreement, Parent, Merger Sub and the Company shall will cause a certificate an appropriate Certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed on the date of the Closing (as defined in Section 1.3) (or on such other date as the parties may agree) with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time and on the date on which the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “"Effective Time”."
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause the Merger to be consummated by executing, delivering and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such other later date and or time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL, DGCL (such date and time hereinafter as the Merger becomes effective is referred to herein as the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Visant Corp)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (as defined in Section 1.5) or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as Parent and simultaneously with the Company may agree to in writingClosing, Parent, Merger Sub and the Company parties hereto shall cause (i) file a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “"Effective Time”".
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a the certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Samples: Merger Agreement (Sonic Corp)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree will cause to in writing, Parent, Merger Sub and be filed with the Company shall cause Secretary of State of Delaware a certificate of merger with respect merger, substantially in the form attached hereto as Exhibit A to effect the Merger (collectively, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to be executed and effect the Merger. The Merger will become effective at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware in Delaware, or at such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and later time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to in substantially the Merger form attached hereto as Exhibit E (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Realpage Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “Effective Time”.
Appears in 1 contract
Effective Time. On Prior to the Closing, Parent and the Company shall prepare, and on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (in any such form as required by and case, the “Certificate of Merger”) executed in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the such Secretary of State of the State of Delaware or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Bioverativ Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCLDLLCA and shall make all other filings or recordings required under the DLLCA. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DLLCA (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Tengasco Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a an executed certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 252 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”). The parties agree that the Effective Time specified in the Certificate of Merger shall be on the last day of the month in which the Closing occurs.
Appears in 1 contract
Effective Time. On As soon as practicable following, and on the Closing Datedate of, or on such other date as Parent and the Closing, the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate of merger with respect relating to the Merger in the form set forth on Exhibit G (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such other later date and time as is may be agreed upon by Parent and the Company Parties in writing and specified in the Certificate of Merger in accordance with the DGCL, (such date and time hereinafter referred to as time, the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed duly executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCLDGCL and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as (the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (BWAY Holding CO)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been Mxxxxx is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time”.
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Merger Agreement (Pfsweb Inc)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub MergerCo and the Company shall cause a duly execute the certificate of merger with respect to substantially in the Merger form attached hereto as Exhibit A (the “Certificate of Merger”) to be executed and filed file such Certificate of Merger with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have Merger, accompanied by payment of the filing fee (as provided in the DGCL), has been duly filed with examined by, and received the endorsed approval of, the Secretary of State of the State of Delaware Delaware, or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and specified shall specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Athenahealth Inc)
Effective Time. On Subject to the terms and conditions hereof, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a an appropriate certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware in such form as required by and (the “Secretary of State”) in accordance with Section 251 the relevant provisions of the DGCLDGCL and shall take all such reasonable further actions as may be required by Law to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the office of the Secretary of State of the State of Delaware or at such other later date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Aly Nauman A)
Effective Time. On Immediately following the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, in which case the Merger shall become effective at such subsequent date and or time hereinafter referred to as (the time the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Effective Time. On As soon as practicable following the Closing DateClosing, and provided that this Agreement has not been terminated or on such other date as Parent abandoned pursuant to Article IX hereof, the Company and the Company may agree to in writing, Parent, Merger Sub and the Company shall Parent will cause a certificate Certificate of merger with respect to the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at on the time date on which the Delaware Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or Delaware, and such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as the “"Effective Time”." Unless Parent and the Company agree otherwise, the Certificate of Merger shall specify that the Merger will become effective upon its filing with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Merger Agreement (Koninklijke Philips Electronics Nv)
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in, and executed and acknowledged in such form as accordance with, the DGCL, and shall make all other filings or recordings required by and the DGCL in accordance connection with Section 251 of the DGCLMerger. The Merger shall become effective at the time at which the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is agreed upon in writing by Parent and the Company Parties and specified in the Certificate of Merger in accordance with the DGCLMerger, and such date and time is hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed filed on the Closing Date or on such other date as Parent and filed the Company may agree, with the Secretary of State of the State of Delaware as provided in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the such time as the Certificate of Merger shall have been Xxxxxx is duly filed with the Secretary of State of the State of Delaware or such other later time and date and time as is may be agreed upon by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCLMerger, and such time on such date and time hereinafter is referred to herein as the “Effective Time”.
Appears in 1 contract
Samples: Merger Agreement (Peak Bio, Inc.)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such date and time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (Merger, meeting the “Certificate requirements of Merger”) Section 251 of the DGCL, to be properly executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the applicable provisions of the DGCL. The Merger shall become effective at the time at which the Certificate certificate of Merger merger with respect thereto shall have been be duly filed with the Secretary of State of the State of Delaware Delaware, or at such other date and later time specified in such certificate of merger as is shall be agreed upon by Parent and the Company and specified in (the Certificate of time that the Merger in accordance with becomes effective, the DGCL, such date and time hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Samples: Merger Agreement (Merck & Co Inc)
Effective Time. On Subject to the provisions of this Agreement, as soon as practicable on the Closing DateDate after the Closing occurs, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and parties will file with the Company shall cause Delaware Secretary of State a certificate Certificate of merger with respect to the Merger (the “Certificate of Merger”) with respect to be the Merger, duly executed and filed with the Secretary of State of the State of Delaware in such form as required by and completed in accordance with Section 251 the relevant provisions of the DGCL, and will make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Delaware Secretary of State of the State of Delaware State, or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time that is the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause execute and file with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”) ), executed in accordance with, and containing such information as is required by, the applicable provisions of the DLLCA and the DGCL in order to be executed effect the Merger. The Merger shall become effective on such date and at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective Delaware, or at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon in writing by Parent and the Company and specified in the Certificate of Merger in accordance with the DGCL, relevant provisions of the DLLCA and the DGCL (such date and time is hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On At or as soon as practicable following the Closing DateClosing, the parties shall file a certificate of merger or on other appropriate documents with the Secretary of State of Delaware with respect to the Merger executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) and with the Department of Commerce, Division of Corporations and Commercial Code of the State of Utah with respect to the Merger executed in accordance with the URBCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of Delaware or at such other date time as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to agree should be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Parent and the Company and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed in accordance with the DGCL on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in such form as and shall make all other filings or recordings required by and in accordance with Section 251 of under the DGCL. The Merger shall become effective at the time the such Certificate of Merger shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or such other later date and time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with the DGCLMerger, such date and time hereinafter referred to as the “Effective Time.”.
Appears in 1 contract
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company and Parent will cause the Merger to be consummated and the Company may agree to in writing, Parent, and Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed will file with the Secretary of State of the State of Delaware in such form as required by and a certificate of merger (the “Certificate of Merger”), executed in accordance with Section 251 with, and containing such information as is required by, the relevant provisions of the DGCLDGCL in order to effect the Merger. The Merger shall will become effective at the such time as the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such other date and later time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and relevant provisions of the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Upon the terms and subject to the provisions of this Agreement, as soon as practicable following the Closing, and on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company Parties shall cause the Merger to be consummated by filing a certificate of merger with respect in form and substance reasonably acceptable to the Merger Company and Parent (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the applicable provisions of the DGCLDLLCA. The Merger shall become will be effective at such time as the time Parties duly file the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other date and or time as is agreed upon by Parent and the Company agree in writing and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter referred to as the Merger becomes effective being the “Effective Time”).
Appears in 1 contract
Samples: Merger Agreement (Power & Digital Infrastructure Acquisition II Corp.)
Effective Time. On As promptly as possible on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, the Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in such form as the DGCL and shall make all other filings or recordings required by and in accordance with Section 251 of under the DGCLDGCL to effectuate the Merger. The Merger shall become effective at the time of filing the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or such other date and later time as is agreed upon by Parent and the Company parties and specified in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter the Merger becomes effective being referred to herein as the “Effective Time.”.)
Appears in 1 contract
Effective Time. On Upon the Closing Dateterms and subject to the conditions set forth in this Agreement, or on such other date as Parent and simultaneously with the Company may agree to in writingClosing, Parent, Merger Sub and the Company parties hereto shall cause (i) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and (ii) make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective at the such date and time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and time as is agreed upon by Parent and the Company and specified shall specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “Effective Time”.
Appears in 1 contract
Samples: Merger Agreement (Geo Group Inc)
Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as Parent and at the Company may agree to in writingClosing, the Company, Parent, and Merger Sub and the Company shall will cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On At the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, signed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as is required by and in accordance with Section 251 the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger shall have has been duly filed with the Secretary of State of the State of Delaware or at such other subsequent date and or time as is agreed upon by Parent and the Company may agree and specified specify in the Certificate of Merger in accordance with the DGCL, such date and time hereinafter referred to as DGCL (the “Effective Time”).
Appears in 1 contract
Effective Time. On At the Closing DateClosing, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company parties hereto shall cause (a) file a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and (b) make all other filings or recordings required by and in accordance with Section 251 of the DGCLDGCL to effectuate the Merger. The Merger shall become effective at the such time as the Certificate of Merger shall have been is duly filed with the Secretary of State of the State of Delaware or at such other date and subsequent time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with (the DGCL, such date and time hereinafter that the Merger becomes effective is referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. On Subject to the provisions of this Agreement, as promptly as reasonably practicable on the Merger Closing Date, the Parties shall file a certificate of ownership and merger or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to (in either case, the Merger (the “"Certificate of Merger”") to be executed and filed with the Secretary of State of the State of Delaware in such form as is required by by, and executed and acknowledged in accordance with Section 251 with, the relevant provisions of the DGCL, and shall make all other filings and recordings required under the DGCL. The Merger shall become effective at the on such date and time as the Certificate of Merger shall have been duly is filed with the Secretary of State of the State of Delaware or at such other date and time as is agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger in accordance with the DGCL, such Merger. The date and time hereinafter at which the Merger becomes effective is referred to in this Agreement as the “"Effective Time”".
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Effective Time. On Subject to the Closing Dateprovisions of this Agreement, or on such other date as at the Closing, the Company, Parent and the Company may agree to in writing, Parent, Merger Sub and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed executed, acknowledged and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective at the such time as the Certificate of Merger shall have Xxxxxx has been duly filed with the Secretary of State of the State of Delaware or at such other later date and or time as is may be agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL, such date and DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
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Samples: Merger Agreement
