Effective Times. As soon as practicable on the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First 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 or Purchaser under the DGCL in connection with the First Merger, and (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Delaware Secretary or on such later date and time as shall be agreed to by the Company and Parent and specified in the First Certificate of Merger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Delaware Secretary or on such later date and time as shall be agreed to by the Company and Parent and specified in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.
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Samples: Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Effective Times. As soon as practicable on On the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) DSOS 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 connection with the First Merger, which shall be as soon as practicable after the Acceptance Time and (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary DSOS as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent and specified in the First Certificate of Merger (whichMerger, if the Acceptance Time occurs, which shall be as soon as is practicable thereafter) after the Acceptance Time (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent and specified in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc)
Effective Times. As soon as practicable on On the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First Certificate Certificates of Merger”) to be duly executed and filed with the Delaware Secretary of State (“DSOS”) and the Kansas Secretary of the State of Delaware (the “Delaware SecretaryKSOS”) as provided under the DGCL and the KRLLCA, respectively, and make any other filings, recordings or publications required to be made by the Company or Purchaser under the DGCL and the KRLLCA, as applicable, in connection with the First Merger, which shall be as soon as practicable after the Acceptance Time; and then (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate Certificates of Merger”” and, and together with the First Certificate Certificates of Merger, the “Certificates of Merger”), the form of which is attached hereto as Exhibit A) to be duly executed and filed with the Delaware Secretary DSOS and the KSOS as provided under the DGCL DLLCA and the DLLCA KRLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation Company or Merger Sub 2 under the DGCL KRLLCA and the DLLCA DGCL in connection with the Second Merger, as applicable. The First Merger shall become effective at such time as the First Certificate Certificates of Merger is are duly filed with the Delaware Secretary DSOS and the KSOS, as applicable, or on such later other date and time as shall be agreed to by the Company and Parent and specified in the First Certificate Certificates of Merger (whichMerger, if the Acceptance Time occurs, which shall be as soon as is practicable thereafter) after the Acceptance Time (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate Certificates of Merger is are duly filed with the Delaware Secretary DSOS and the KSOS, as applicable, or on such later other date and time as shall be agreed to by the First Surviving Company and Parent and specified in the Second Certificate Certificates of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.
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Effective Times. As soon as practicable on the Closing Date, (a) the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First 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 or Purchaser under the DGCL in connection with the First Merger, and (b) following immediately following, or contemporaneously with, the filing of the First Certificate of Merger, Merger Sub 2 shall cause a certificate of ownership and merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Delaware Secretary or on such later date and time as shall be agreed to by the Company and Parent and specified in the First Certificate of Merger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Delaware Secretary or on such later date and time as shall be agreed to by the Company and Parent and specified in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.)
Effective Times. As soon as practicable on On the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) DSOS as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the Company or Purchaser Merger Sub 1 under the DGCL and the DLLCA in connection with the First Merger, Merger and (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary DSOS as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation or Merger Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent and specified in the First Certificate of Merger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent and specified in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Forest Laboratories Inc)
Effective Times. As soon as practicable Prior to the Closing, the parties will have prepared, and on the Closing Date, the Parties shall parties will cause (a) a certificate of merger with respect to the First Merger (the “First 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 all other filings, recordings or and publications required to be made by the Company or Purchaser Merger Sub under the DGCL in connection with the First Merger, Merger and (b) immediately following the filing of the First Certificate of MergerEffective Time, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Secretary of State of the State of Delaware Secretary as provided under the DGCL and the DLLCA and make any all other filings, recordings or and publications required to be made by the First Surviving Corporation or Merger Successor Sub 2 under the DGCL and the DLLCA in connection with the Second Merger. The First Merger shall will become effective at such time as the First Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Secretary or on such later date and time as shall may be agreed to upon by the Company and Parent and specified expressly set forth in the First Certificate of Merger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall will become effective at such time as the Second Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Secretary or on such later date and time as shall may be agreed to upon by the Company and Parent and specified expressly set forth in the Second Certificate of Merger (such date and time being hereinafter referred to as the “Second Effective Time”). The First Effective Time shallwill, in all events, precede the Second Effective Time.
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Effective Times. As soon as practicable on On the Closing Date, the Parties shall cause (a) a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware (the “Delaware SecretaryDSOS”) as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company XX Xxxxxxx or Purchaser Merger Sub 1A under the DGCL in connection with the First Merger, and (b) following the filing of the First Certificate of Merger, a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”)) to be duly executed and filed with the Delaware Secretary DSOS as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made by the First Surviving Corporation XX Xxxxxxx or Merger Sub 2 1 under the DGCL and the DLLCA in connection with the Second Merger, and (c) a certificate of merger with respect to the Company Merger (the “Company Certificate of Merger”) to be duly executed and filed with the DSOS as provided under the DLLCA and make any other filings, recordings or publications required to be made by the Company or Merger Sub 2 under the DLLCA in connection with the Company Merger. The First Merger shall become effective at such time as the First Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent Purchaser and specified in the First Certificate of Merger (which, if the Acceptance Time occurs, shall be as soon as is practicable thereafter) (such date and time being hereinafter referred to as the “First Effective Time”). The Second Merger shall become effective at such time as the Second Certificate of Merger is duly filed with the Delaware Secretary DSOS or on such later other date and time as shall be agreed to by the Company and Parent Purchaser and specified in the Second Certificate of Merger Merger, and in all events, following the First Effective Time (such date and time being hereinafter referred to as the “Second Effective Time”). The Company Merger shall become effective at such time as the Company Certificate of Merger is duly filed with the DSOS or on such other date and time as shall be agreed to by the Company and Purchaser and specified in the Company Certificate of Merger, and in all events, following the Second Effective Time (such date and time being hereinafter referred to as the “Company Merger Effective Time”). The First Effective Time shall, in all events, precede the Second Effective Time and the Second Effective Time shall, in all events, precede the Company Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Mergers (Financial Engines, Inc.)