Effects of the Merger. At and upon the Effective Time: (a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger; (b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law; (c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law; (d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed; (e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and (f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 4 contracts
Samples: Merger Agreement (Symantec Corp), Merger Agreement (Altiris Inc), Merger Agreement (Symantec Corp)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Wright Medical Group N.V.), Merger Agreement (MINDBODY, Inc.)
Effects of the Merger. (a) At and upon the Effective Time:
: (ai) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company shall be continue as the surviving corporation of (Merger Sub and the Merger pursuant Company are sometimes referred to herein as the terms of this Agreement "Constituent Corporations" and the Company is sometimes referred to herein as the "Surviving Corporation"); (ii) the Certificate of Merger;
(b) Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law provided that Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read in its entirety to read as set forth in "Article I. The name of the Certificate of Mergercorporation is Service Experts, until thereafter amended as provided by Delaware Law;
Inc. (cthe "Corporation")"; and (iii) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub as in effect immediately prior to the Effective Time shall be appointed as the officers Bylaws of the Surviving Corporation immediately after until thereafter changed or amended as provided therein or by applicable law.
(b) The directors and officers of Merger Sub at the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Restated Certificate of Incorporation and Bylaws. After the Effective Time, Parent will cause such officers of the Company as Parent deems appropriate to be appointed officers of Surviving Corporation.
(c) The Merger shall have the effects provided by Delaware Lawset forth in this Section 1.3 and the applicable provisions of the DGCL.
Appears in 3 contracts
Samples: Merger Agreement (Service Experts Inc), Merger Agreement (Lennox International Inc), Merger Agreement (Lennox International Inc)
Effects of the Merger. (a) At and upon after the Effective Time:, the Merger shall have the effects specified in the Delaware Code.
(ab) At the separate existence Effective Time, the Certificate of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and Incorporation of the Company shall be the surviving corporation of the Merger pursuant amended and restated in their entirety to the terms of this Agreement and be identical to the Certificate of Merger;
(b) Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Article I of the Certificate of Incorporation shall read: "The name of this corporation is AccessMedia Networks, Inc." As so amended and restated, the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of MergerCorporation, until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(c) At the Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation (except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be amended in their entirety changed to read as reflect the Bylaws name change of Merger Sub), until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(d) At the Effective Time, each of the directors and officers of Merger Sub immediately prior Surviving Corporation shall be identical to the Effective Time shall be appointed as the directors and officers of the Surviving Corporation Parent immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have each to hold office until their respective death, permanent disability, resignation or removal or until his or her respective successor is duly elected and qualified, all in accordance with the Certificate of Incorporation and Bylaws of the effects provided by Delaware Surviving Corporation and applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (International Microcomputer Software Inc /Ca/), Agreement and Plan of Merger (International Microcomputer Software Inc /Ca/), Merger Agreement (International Microcomputer Software Inc /Ca/)
Effects of the Merger. (a) At and upon the Subsidiary Merger Effective Time:
, (ai) the separate existence of Merger Sub the Bank shall cease and Merger Sub the Bank shall be merged with and into the CompanyBuyer Bank (the Buyer Bank is sometimes referred to herein as the “Surviving Bank”), and (ii) the Company Articles of Incorporation of the Buyer Bank as in effect immediately prior to the Subsidiary Merger Effective Time shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate Articles of Incorporation of the Surviving Corporation Bank until duly amended in accordance with applicable law, (iii) the name of the Surviving Bank shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
“First State Bank N.M.,” (civ) the Bylaws of the Surviving Corporation shall be amended Buyer Bank as in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Subsidiary Merger Effective Time shall be appointed as the Bylaws of the Surviving Bank, (v) the offices of the Bank and Buyer Bank established and authorized immediately prior to the Subsidiary Merger Effective Time shall become established and authorized offices of the Surviving Bank and (vi) the directors and executive officers of the Buyer Bank immediately prior to the Subsidiary Merger Effective Time shall be the directors and executive officers of the Surviving Corporation immediately after Bank, each to hold office in accordance with the Effective Time until their respective successors are duly appointed;
(e) the members Articles of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time Bank until their respective successors are duly elected or appointed and qualified; and.
(fb) the Merger shall, from At and after the Subsidiary Merger Effective Time, the Subsidiary Merger shall have all of the effects provided by Delaware Lawset forth in N.M. Stat. Xxx. § 58-4-8 and the Surviving Bank shall be liable for all liabilities of Bank.
Appears in 3 contracts
Samples: Merger Agreement (First State Bancorporation), Merger Agreement (Access Anytime Bancorp Inc), Subsidiary Agreement and Plan of Merger (First State Bancorporation)
Effects of the Merger. (a) At and upon the Effective Time:
: (ai) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company shall be continue as the surviving corporation of (the Merger pursuant Company is sometimes referred to herein as the terms of this Agreement and the Certificate of Merger;
"Surviving Corporation"); (bii) the Certificate Articles of Incorporation of the Surviving Corporation shall be amended Company as in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers Articles of Incorporation of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
amended or repealed; and (eiii) the members Bylaws of the Board of Directors of Merger Sub Company as in effect immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected amended or appointed and qualified; andrepealed.
(fb) the The directors of Merger Sub shall, from and after the Effective Time, have all be the directors of the Surviving Corporation, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with Surviving Corporation's Articles of Incorporation and Bylaws. The officers of Merger Sub shall, from and after the Effective Time, be the officers of the Surviving Corporation, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.
(c) The Merger shall have the effects provided by Delaware Lawset forth in this Section 1.3 and the applicable provisions of the CBCA.
Appears in 2 contracts
Samples: Merger Agreement (Evergreen Resources Inc), Merger Agreement (Pioneer Natural Resources Co)
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read effects as set forth in the Certificate applicable provisions of Merger, until thereafter amended as provided by Delaware Law;the DGCL.
(cb) the Bylaws The directors of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) Sub and the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the effects Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
(c) The Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth on Exhibit B hereto and, from and after the Effective Time, such amended and restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL.
(d) The Bylaws of the Company shall be amended and restated in their entirety as set forth on Exhibit C hereto and, from and after the Effective Time, such amended and restated Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Lawapplicable law, the Certificate of Incorporation or the Bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Cooperative Computing Inc /De/), Merger Agreement (Triad Systems Corp)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in follows: "The name of the Certificate of Merger, until thereafter amended as provided by Delaware Law;corporation is "Identix Incorporated".
(c) the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation shall be amended in their entirety to read as at the Bylaws of Merger Sub, Effective Time until thereafter amended in accordance with Delaware Law and as provided by Delaware Lawin the Certificate of Incorporation of the Surviving Corporation and such Bylaws;
(d) the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed continue as the initial officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan of Reorganization (Viisage Technology Inc)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) subject to the terms of Section 6.4(a) hereof, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) subject to the terms of Section 6.4(a) hereof, the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by this Agreement and Delaware Law.
Appears in 2 contracts
Samples: Merger Agreement (Force10 Networks Inc), Merger Agreement (Carrier Access Corp)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) subject to the provisions of Section 6.5, the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) subject to the provisions of Section 6.5, the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 2 contracts
Samples: Merger Agreement (Varian Inc), Merger Agreement (Agilent Technologies Inc)
Effects of the Merger. (a) At and upon after the Effective Time:, the Merger shall have the effects specified in the DGCL.
(ab) At the separate existence Effective Time, the Certificate of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and Incorporation of the Company shall be the surviving corporation of the Merger pursuant amended and restated in its entirety to the terms of this Agreement and be identical to the Certificate of Merger;
(b) Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Article I of the Certificate of Incorporation shall read: “The name of this corporation is Dow Pharmaceutical Sciences, Inc.”. As so amended and restated, the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of MergerCorporation, until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(c) At the Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation (except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be amended in their entirety changed to read as reflect the Bylaws name change of Merger Sub), until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(d) At the Effective Time, each of the directors and officers of Merger Sub immediately prior to the Effective Time shall be appointed as the directors and officers of the Surviving Corporation immediately after the Effective Time Corporation, each to hold office until their respective successors are death, permanent disability, resignation or removal or until his or her respective successor is duly appointed;
(e) elected and qualified, all in accordance with the members Certificate of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Valeant Pharmaceuticals International), Merger Agreement (Valeant Pharmaceuticals International)
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Companyeffects set forth in this Agreement, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;Merger and the applicable provisions of the DGCL, including Section 259 of the DGCL.
(b) the Certificate The directors of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) Acquisition and the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the effects provided by Delaware LawSurviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
(c) Effective upon and as part of the Merger, the Restated Certificate of Incorporation of the Company shall be amended in its entirety to be the same as set forth in Exhibit 1.4(c) and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation following the Merger until thereafter amended in accordance with its terms and the DGCL.
(d) The Company shall take all required corporate action so that the Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation following the Merger until thereafter amended in accordance with the DGCL, the Certificate of Incorporation of the Surviving Corporation and the Bylaws of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Select Medical Corp), Merger Agreement (EGL Holding CO)
Effects of the Merger. (a) At and upon after the Effective Time:
(a) , the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation have all of the Merger pursuant to effects specified in Section 1929 of the terms of this Agreement and the Certificate of Merger;BCL.
(b) At the Certificate Effective Time, the Articles of Incorporation of the Merger Sub in effect immediately prior to the Merger shall be the Articles of Incorporation of the Surviving Corporation at the Effective Time except that Article I of the Articles of Incorporation shall read: “The name of this corporation is Phoenix Data Systems Inc.” As so amended, the Articles of Incorporation of the Merger Sub shall be amended in its entirety to read as set forth in the Certificate Articles of MergerIncorporation of the Surviving Corporation, until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(c) At the Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation (except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be amended in their entirety changed to read as reflect the Bylaws name change of Merger SubSub discussed in Section 1.3(b) above), until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(d) At the Effective Time, each of the directors and officers of the Merger Sub immediately prior to the Effective Time Time, being the individuals whose names and positions are listed on Schedule 1.3(d) hereto, shall be appointed as the directors and officers of the Surviving Corporation immediately after Corporation, each to hold office until such person’s respective death, permanent disability, resignation or removal or until his or her respective successor is duly elected and qualified, all in accordance with the Effective Time until their respective successors are duly appointed;
(e) the members Articles of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware applicable Law.
Appears in 1 contract
Effects of the Merger. (a) At and upon the Effective Time:
: (ai) the separate existence of Merger Sub shall cease and Merger UTI Sub shall be merged with and into SUITS, the Company, separate existence of UTI Sub shall cease and the Company SUITS shall be continue as the surviving corporation of (UTI Sub and SUITS are sometimes referred to herein as the Merger pursuant "Constituent Corporations" and SUITS is sometimes referred to herein as the terms of this Agreement and the Certificate of Merger;
"Surviving Corporation"); (bii) the Certificate Articles of Incorporation of the Surviving Corporation shall be amended SUITS as in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers Articles of Incorporation of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
Corporation; and (eiii) the members Bylaws of the Board of Directors of Merger Sub SUITS as in effect immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Bylaws of the Surviving Corporation immediately after Corporation.
(b) The directors and officers of UTI Sub at the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the directors and officers of the effects provided by Delaware LawSurviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws.
(c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock subscriptions and all other things in action or belonging to
Appears in 1 contract
Samples: Merger Agreement (Uti Energy Corp)
Effects of the Merger. At The Merger shall have the effects set forth herein and upon in the applicable provisions of the DGCL and the Nevada Revised Statutes. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein:
(a) the separate corporate existence of Merger Sub the Acquisition Subsidiary shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be continue as the surviving corporation Surviving Corporation and shall become a wholly owned subsidiary of the Merger pursuant to the terms of this Agreement and the Certificate of MergerParent;
(b) all the Certificate property, rights, privileges, powers and franchises of Incorporation the Company and the Acquisition Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware LawCorporation;
(c) the Bylaws Articles of Incorporation of the Surviving Corporation shall be amended Company in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers Articles of Incorporation of the Surviving Corporation immediately after the Effective Time Corporation, until their respective successors are duly appointedamended or repeated;
(ed) the members Bylaws of the Board of Directors of Merger Sub Company in effect immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Bylaws of the Surviving Corporation until duly amended or repealed;
(e) the Articles of Incorporation of the Parent in effect immediately after prior to the Effective Time shall be the Articles of Incorporation of the Parent until their respective successors are duly elected amended or appointed and qualifiedrepealed; and
(f) the Merger shall, from and after Bylaws of the Parent in effect immediately prior to the Effective Time, have all Time shall be the Bylaws of the effects provided by Delaware LawParent until duly amended or repealed.
Appears in 1 contract
Samples: Merger Agreement (EZRaider Co.)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as reasonably directed by Macrovision, which amendment shall be set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation Merger Sub shall continue unchanged and be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Lawthe Surviving Corporation;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Macrovision Corp)
Effects of the Merger. At The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and upon subject thereto, at the Effective Time, all the rights and property of the Target and Mergeco shall vest in the Surviving Corporation, and all debts and liabilities of the Target and Mergeco shall become the debts, liabilities and duties of the Surviving Corporation. In addition:
(a) The Certificate of Incorporation of Target as in effect at the separate existence of Merger Sub shall cease and Merger Sub Effective Time shall be merged with amended and into restated in the Companyform of Exhibit A attached hereto, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Mergerthereafter remain in effect until duly amended as provided therein or by applicable law;
(b) The By-Laws of Target as in effect at the Certificate of Incorporation of the Surviving Corporation Effective Time shall be amended in its entirety to read as set forth and restated in the Certificate form of MergerExhibit B attached hereto, and shall thereafter remain in effect until thereafter duly amended as provided therein or by Delaware Lawapplicable law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the The officers of Merger Sub Target immediately prior to the Effective Time Merger shall be appointed continue to serve as the officers of the Surviving Corporation immediately after until the Effective Time until earlier of their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be; and
(fd) The directors of Mergeco shall become the Merger shall, from and after the Effective Time, have all directors of the effects provided by Delaware LawSurviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
Appears in 1 contract
Effects of the Merger. (a) At and upon the Effective Time:
: (ai) Merger Sub shall be merged with and into Javelin, the separate existence of Merger Sub shall cease and Merger Sub Javelin shall be merged with and into the Company, and the Company shall be continue as the surviving corporation (Merger Sub and Javelin are sometimes referred to herein as the "Constituent Corporations" and Javelin is sometimes referred to herein as the "Surviving Corporation") and the merger shall have such effects as are set forth in Section 259 of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
DGCL; (bii) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub as in effect immediately prior to the Effective Time shall be appointed as the officers Certificate of Incorporation of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
Corporation; and (eiii) the members of the Board of Directors Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Bylaws of the Surviving Corporation immediately after Corporation.
(b) The directors and officers of Merger Sub at the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the directors and officers of the effects provided by Delaware LawSurviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Nyfix Inc)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to be identical to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such Certificate of Incorporation; provided, however, that at the Effective Time, Article 1 of the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in follows: “The name of the Certificate of Merger, until thereafter amended as provided by Delaware Law;corporation is “Identix Incorporated”.
(c) the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation shall be amended in their entirety to read as at the Bylaws of Merger Sub, Effective Time until thereafter amended inaccordance with Delaware Law and as provided by Delaware Lawin the Certificate of Incorporation of the Surviving Corporation and such Bylaws;
(d) the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed continue as the initial officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate Agreement of MergerMerger (the “Surviving Corporation”);
(b) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated to be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that Article I of the certificate of incorporation of the Surviving Corporation shall read as set forth in the Certificate follows: “The name of Mergerthis corporation is ENTrigue Surgical, until thereafter amended as provided by Delaware LawInc.”;
(c) the Bylaws bylaws of the Surviving Corporation shall be amended in their entirety and restated to read as be identical to the Bylaws bylaws of Merger SubSub immediately prior to the Effective Time, until thereafter amended as provided by Delaware Lawexcept that all references to Merger Sub in the bylaws of the Surviving Corporation shall be changed to refer to “ENTrigue Surgical, Inc.”;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the members of the Board board of Directors directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board board of Directors directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Arthrocare Corp)
Effects of the Merger. At and upon the Effective TimeTime of the Merger:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger (the “Surviving Corporation”) pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the The Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety and restated as of the Effective Time to read as set forth in be identical to the Certificate of Merger, Incorporation of Merger Sub as in effect immediately prior to the Effective Time until thereafter amended in accordance with the provisions thereof or as provided by Delaware Law;law; provided, however, that Article I of the Certificate of Incorporation of the Surviving Corporation will be amended at the Effective Time to read: “The name of the corporation is Stream Acquisition Corp.”
(c) the The Bylaws of the Surviving Corporation shall be amended in their entirety and restated as of the Effective Time to read as be identical to the Bylaws of Merger Sub, Sub as in effect immediately prior to the Effective Time until thereafter amended in accordance with the provisions thereof or as provided by Delaware Law;law.
(d) the officers of Merger Sub immediately prior to the Effective Time of the Merger shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time of the Merger until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time of the Merger shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time of the Merger until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective TimeTime of the Merger, have all of the effects provided by Delaware Law.
Appears in 1 contract
Effects of the Merger. At and upon after the Effective Time:
, (a) the separate existence Merger will have all of the effects provided by the Merger Documents and applicable law, including, without limiting the generality of the foregoing and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Hostcentric and Merger Sub shall cease will vest in Hostcentric as the Surviving Corporation, and all debts, liabilities and duties of Hostcentric and Merger Sub shall be merged with become the debts, liabilities and into duties of Hostcentric as the CompanySurviving Corporation, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of Merger Sub will be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Mergeruntil duly amended, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of Merger Sub will be the Bylaws of the Surviving Corporation shall be amended in their entirety to read as until duly amended, (d) the Bylaws directors of Merger SubSub immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time, to hold office until thereafter amended as provided by Delaware Law;
their successors are elected or appointed and qualified or until their resignation or removal, and (de) the officers of Merger Sub immediately prior to the Effective Time shall will be appointed as the officers of the Surviving Corporation immediately after the Effective Time Corporation, to hold office until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawqualified or until their resignation or removal.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and a certificate of merger in the form attached hereto as Exhibit B (as required by the DGCL) (the “Certificate of Merger”) which shall have been filed with the Secretary of State of the State of Delaware;
(b) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws bylaws of the Surviving Corporation shall be amended in their its entirety to read as the Bylaws bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed elected as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawthe DGCL.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time, and without any further action on the part of the Company or Merger Sub:
(a) the separate existence certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in the Merger so as to be identical in all respects to the certificate of incorporation of Merger Sub shall cease and Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be merged with Protonex Technology Corporation, and, as so amended and into the Companyrestated, and the Company such certificate of incorporation shall be the surviving corporation certificate of incorporation of the Merger pursuant to the terms of this Agreement and the Certificate of MergerSurviving Corporation until thereafter amended as provided therein or by applicable law;
(b) the Certificate bylaws of Incorporation the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in the Merger so as to be identical in all respects to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Protonex Technology Corporation, and, as so amended in its entirety to read as set forth in and restated, such bylaws shall be the Certificate bylaws of Merger, the Surviving Corporation until thereafter amended as provided therein or by Delaware Lawapplicable law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the directors and officers of Merger Sub immediately prior to the Effective Time shall shall, from and after the Effective Time, be appointed as the directors and officers of the Surviving Corporation immediately after the Effective Time Corporation, until their respective successors are shall have been duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed Corporation’s certificate of incorporation and qualifiedbylaws; and
(fd) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawthe DGCL and applicable law.
Appears in 1 contract
Effects of the Merger. At and upon after the Effective Time:
(a) The Merger will have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into effects set forth in the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of MergerABCA;
(b) the Certificate The articles of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers incorporation of Merger Sub in effect immediately prior to the Effective Time shall will be appointed the articles of incorporation of the Surviving Corporation, and thereafter may be amended in accordance with their terms and as provided by Applicable Law (as defined in Section 5.4), subject to the officers terms of this Agreement; provided, however, that Article I of the articles of incorporation of Merger Sub will be amended pursuant to the Articles of Merger to reflect that the name of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointedwill be “Summa Technology, Inc.”;
(ec) the members of the Board of Directors The bylaws of Merger Sub in effect immediately prior to the Effective Time shall will be appointed the bylaws of Surviving Corporation, and thereafter may be amended in accordance with their terms and as provided by Applicable Law, subject to the members terms of this Agreement; provided, however, that the Board bylaws of Directors Merger Sub will be amended following the Closing Date to reflect that the name of the Surviving Corporation immediately after will be “Summa Technology, Inc.”; and
(d) The directors and officers of Merger Sub will be the Effective Time directors and officers of the Surviving Corporation until their respective successors are will have been duly elected or appointed and qualified; and
(f) qualified in the Merger shall, from manner provided by the articles of incorporation and after the Effective Time, have all bylaws of the effects Surviving Corporation, or as otherwise provided by Delaware Applicable Law, or until the earlier of their death, resignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Aar Corp)
Effects of the Merger. At and upon after the Effective Time:
, (a) the separate existence Merger will have all of the effects provided by the Merger Documents and applicable law, including, without limiting the generality of the foregoing and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of CTN and Merger Sub shall cease will vest in CTN as the Surviving Corporation, and all debts, liabilities and duties of CTN and Merger Sub shall be merged with become the debts liabilities and into duties of CTN as the CompanySurviving Corporation, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate Articles of Incorporation of Merger Sub will be the Articles of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Mergeruntil duly amended, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of Merger Sub will be the Bylaws of the Surviving Corporation shall be amended in their entirety to read as until duly amended, (d) the Bylaws directors of Merger SubSub immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time, to hold office until thereafter amended as provided by Delaware Law;
their successors are elected or appointed and qualified or until their resignation or removal, and (de) the officers of Merger Sub immediately prior to the Effective Time shall will be appointed as the officers of the Surviving Corporation immediately after the Effective Time Corporation, to hold office until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawqualified or until their resignation or removal.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate Articles of Incorporation of the Surviving Corporation shall be amended in its their entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Lawthe applicable provisions of the KGCC or other applicable law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Lawthe applicable provisions of the KGCC or other applicable law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the sole officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the sole members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawset forth in this Agreement and the applicable provisions of the KGCC and other applicable law.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, at the Effective Time:
(a) the separate existence Certificate of Incorporation of Merger Sub shall cease and Merger Sub shall be merged with and into immediately prior to the Company, and the Company Effective Time shall be the surviving corporation Certificate of Incorporation of the Merger pursuant to Surviving Corporation immediately after the terms Effective Time until thereafter amended in accordance with the provisions thereof or as provided by law; provided, however, that Article I of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety at the Effective Time to read as set forth in read: "The name of the Certificate of Mergercorporation is OneSecure, until thereafter amended as provided by Delaware LawInc.";
(cb) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall continue unchanged and be appointed as the officers Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointedthereafter amended in accordance with the provisions thereof or as provided by law;
(ec) the members of the Board of Directors directors of Merger Sub immediately prior to the Effective Time shall be appointed as become the members of the Board of Directors initial directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(fd) the corporate officers of Merger shall, from and after Sub immediately prior to the Effective Time, have all Time shall become the initial corporate officers of the effects provided by Delaware LawSurviving Corporation until their respective successors are duly appointed.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as reasonably directed by Buyer, which amendment shall be set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation Merger Sub shall continue unchanged and be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;the Surviving Corporation; and
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read effects as set forth in the Certificate applicable provisions of Merger, until thereafter amended as provided by Delaware Law;the DGCL. 1
(cb) the Bylaws The directors of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) Sub and the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the effects Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
(c) The Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth on Exhibit A hereto, and, from and after the Effective Time, such amended and restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL.
(d) The Bylaws of the Company shall be amended and restated in their entirety as set forth on Exhibit B hereto and, from and after the Effective Time, such amended and restated Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Lawapplicable law, the Certificate of Incorporation or the Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Tmil Corp)
Effects of the Merger. At and upon the Effective Time:
(a) the The separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate The certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated to be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that Article I of the certificate of incorporation of the Surviving Corporation shall read as set forth in the Certificate follows: “The name of Merger, until thereafter amended as provided by Delaware Lawthis corporation is 5to1 Holding Corp.;”
(c) the Bylaws The bylaws of the Surviving Corporation shall be amended in their entirety and restated to read as be identical to the Bylaws bylaws of Merger SubSub immediately prior to the Effective Time, until thereafter amended as provided by Delaware Lawexcept that all references to Merger Sub in the bylaws of the Surviving Corporation shall be changed to refer to “5to1 Holding Corp.;”
(d) the The officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the The members of the Board board of Directors directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board board of Directors directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Delaware Law. Without limiting the generality of the foregoing, at the Effective Time:
(a) the separate existence Certificate of Incorporation of Merger Sub shall cease and Merger Sub shall be merged with and into immediately prior to the Company, and the Company Effective Time shall be the surviving corporation Certificate of Incorporation of the Merger pursuant to Surviving Corporation immediately after the terms Effective Time until thereafter amended in accordance with the provisions thereof or as provided by law; provided, however, that Article I of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety at the Effective Time to read as set forth in read: “The name of the Certificate of Mergercorporation is NetScreen SSL, until thereafter amended as provided by Delaware LawInc.”;
(cb) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall continue unchanged and be appointed as the officers Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointedthereafter amended in accordance with the provisions thereof or as provided by law;
(ec) the members of the Board of Directors directors of Merger Sub immediately prior to the Effective Time shall be appointed as become the members of the Board of Directors initial directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(fd) the corporate officers of Merger shall, from and after Sub immediately prior to the Effective Time, have all Time shall become the initial corporate officers of the effects provided by Delaware LawSurviving Corporation until their respective successors are duly appointed.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety and restated to read as set forth in Schedule I, which amendment shall be set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation Merger Sub shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Lawthe Surviving Corporation;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointedappointed and the terms of the officers of the Company immediately prior to the Effective Time shall terminate;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualifiedqualified and the terms of the directors of the Company immediately prior to the Effective Time shall terminate; and
(f) the Merger shall, from and after shall have the Effective Time, have all effects set forth in Section 259 of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Mgi Pharma Inc)
Effects of the Merger. (a) At and upon the Merger Effective Time:
, (ai) the separate existence of Merger Sub New Xxxxx shall cease and Merger Sub New Xxxxx shall be merged with and into Xxxxx (Xxxxx is sometimes referred to herein as the Company, and "Surviving Bank"); (ii) the Company Articles of Incorporation of Xxxxx as in effect immediately prior to the Merger Effective Time shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate Articles of Incorporation of the Surviving Corporation Bank unless and until duly amended in accordance with applicable law, and the name of the Surviving Bank shall be amended "Xxxxx Savings Bank of Brighton"; (iii) the Bylaws of Xxxxx as in its entirety effect immediately prior to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) Merger Effective Time shall be the Bylaws of the Surviving Corporation shall be Bank unless and until duly amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
accordance with applicable law; (div) the directors and officers of Merger Sub Xxxxx immediately prior to the Merger Effective Time shall be appointed as the directors and officers of the Surviving Corporation immediately after Bank with the Effective Time until their respective successors are duly appointed;
(e) the members addition of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed Xxxx Xxxxxxx as the members of the Board of Directors a director of the Surviving Corporation immediately after Bank, each to hold office in accordance with the Effective Time Articles of Incorporation and Bylaws of the Surviving Bank until their respective successors are duly elected or appointed and have qualified; and
and (fv) as otherwise provided in Iowa law and that certain Agreement and Plan of Reorganization, dated ___________, 1997, by and between Washington Bancorp and Xxxxx (the "Parent Merger shall, from and after the Effective Time, have all of the effects provided by Delaware LawAgreement").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Washington Bancorp)
Effects of the Merger. At and upon the Effective Time:
(a) At the separate existence of Merger Sub shall cease and Merger Sub Effective Time (i) SierraWest shall be merged with and into the Company, BW and the Company separate corporate existence of SierraWest shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
cease, (bii) the Certificate Articles of Incorporation of the Surviving Corporation shall be amended BW as in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers Articles of Incorporation of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
Corporation, (eiii) the members By-laws of the Board of Directors of Merger Sub BW as in effect immediately prior to the Effective Time shall be appointed as the members By-laws of the Board Surviving Corporation, (iv) the directors of Directors BW at the Effective Time shall be the directors of the Surviving Corporation immediately (except that BC and BW shall take all necessary action to appoint two representatives of SierraWest, mutually acceptable to BC and SierraWest, to serve on the Surviving Corporation's board of directors for a period of two years after the Effective Time Time), such directors to serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified; and, as the case may be, and (v) the officers of BW immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.
(fb) the Merger shallAs used in this Agreement, from "Constituent Corporations" shall mean each of BC, BW and SierraWest, and "Surviving Corporation" shall mean BW, at and after the Effective Time, have all of as the effects provided by Delaware Lawsurviving corporation in the Merger.
Appears in 1 contract
Samples: Merger Agreement (Bancwest Corp/Hi)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and the Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation Merger Sub shall be amended in its entirety to read as set forth in become the Certificate of MergerIncorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by Delaware Law;
(c) the Bylaws of the Surviving Corporation Merger Sub shall be amended in their entirety to read as become the Bylaws of Merger Subthe Surviving Corporation, until thereafter changed or amended as provided therein or by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time Time, until their respective successors are duly appointed;; and
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time Time, until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (Varolii CORP)
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read effects as set forth in the Certificate applicable provisions of Merger, until thereafter amended as provided by Delaware Law;the DGCL.
(cb) the Bylaws The directors of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) Sub and the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the effects Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
(c) The Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth on Exhibit B hereto, and, from and after the Effective Time, such amended and restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL.
(d) The Bylaws of the Company shall be amended and restated in their entirety as set forth on Exhibit C hereto and, from and after the Effective Time, such amended and restated Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Lawapplicable law, the Certificate of Incorporation or the Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Ero Inc)
Effects of the Merger. At and upon the Effective Time:
, (ai) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, Company and the Company shall be continue as the surviving corporation and as a wholly owned subsidiary of the Merger pursuant Parent (subsequent to the terms of this Agreement and Merger, Company is sometimes referred to herein as the Certificate of Merger;
“Surviving Corporation”), (bii) the Certificate certificate of Incorporation incorporation of the Surviving Corporation Company shall be amended in its entirety to read be the same as set forth the certificate of incorporation of Sub, as in effect immediately prior to the Certificate of MergerEffective Time, until thereafter amended as provided by Delaware Law;
in accordance with the DGCL, (ciii) the Bylaws bylaws of the Surviving Corporation shall be amended and restated in their its entirety to read be the same as the Bylaws bylaws of Merger the Sub, as in effect immediately prior to the Effective Time, until thereafter amended as provided by Delaware Law;
in accordance with the provisions thereof, the certificate of incorporation, and (div) the directors and officers of Merger Sub immediately prior to the Effective Time shall be appointed as the directors and officers of the Surviving Corporation immediately after the Effective Time in each case until their respective successors are shall have been duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of elected, designated, or qualified or until their earlier death, resignation, or removal in accordance with the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed Corporation’s certificate of incorporation and qualified; and
(f) the bylaws. The Merger shall, from and after the Effective Time, have all of the effects provided by Delaware LawSection 259 of the DGCL and other applicable law.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety and restated to be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that Article I of the certificate of incorporation of the Surviving Corporation shall read as set forth in the Certificate follows: “The name of Merger, until thereafter amended as provided by Delaware Lawthis corporation is “GiftcardZen Inc”;
(c) the Bylaws bylaws of the Surviving Corporation shall be amended in their entirety and restated to read as be identical to the Bylaws bylaws of Merger SubSub immediately prior to the Effective Time, until thereafter amended as provided by Delaware Lawexcept that all references to Merger Sub in the bylaws of the Surviving Corporation shall be changed to refer to “GiftcardZen Inc”;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the members of the Board board of Directors directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board board of Directors directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Merger Agreement (RetailMeNot, Inc.)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate Articles of Merger;
(b) the Certificate Articles of Incorporation of the Surviving Corporation shall be amended and restated in its their entirety to read as set forth the Articles of Incorporation of Merger Sub as in effect immediately prior to the Certificate of Merger, until thereafter amended as provided by Delaware LawEffective Time;
(c) the Bylaws of the Surviving Corporation shall be amended and restated in their entirety to read as the Bylaws of Merger Sub, until thereafter amended Sub as provided by Delaware Lawin effect immediately prior to the Effective Time;
(d) the officers of Merger Sub immediately prior to the Effective Time Time, together with Xxxxxxx and Xxxxxxx, shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;; and
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Law.
Appears in 1 contract
Samples: Acquisition Agreement (Amn Healthcare Services Inc)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation Surviving Corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as reasonably directed by Parent, which amendment shall be set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation Merger Sub shall continue unchanged and be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Lawthe Surviving Corporation;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) two individuals designated by the Merger shall, from and after Board of Directors of Company prior to the Effective TimeTime shall be appointed or elected to the Board of Directors of Parent, have all one of whom shall be a Class II director of Parent and the effects provided by Delaware Lawother of whom shall be a Class III director of Parent.
Appears in 1 contract
Samples: Merger Agreement (GigOptix, Inc.)
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read effects as set forth in the Certificate applicable provisions of Merger, until thereafter amended as provided by Delaware Law;the DGCL.
(cb) the Bylaws The directors of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) Sub and the officers of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the initial directors and officers of the effects Surviving Corporation until their successors have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws.
(c) The Certificate of Incorporation of the Company shall be amended and restated in its entirety as set forth on Exhibit A hereto, and, from and after the Effective Time, such amended and restated Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL.
(d) The Bylaws of the Company shall be amended and restated in their entirety as set forth on Exhibit B hereto and, from and after the Effective Time, such amended and restated Bylaws shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by Delaware Lawapplicable law, the Certificate of Incorporation or the Bylaws.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
, (a) the separate existence articles of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and incorporation of the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after at the Effective Time until be amended in their respective successors are duly appointed;
(e) entirety to be the members same as the articles of incorporation of the Board of Directors of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, except that the name of the corporation shall be appointed "Puget Energy, Inc.," and as so amended in their entirety shall be set forth on Attachment A to the members Articles of Merger (as defined below) and shall be the Board articles of Directors incorporation of the Surviving Corporation until thereafter duly amended, (b) the by-laws of the Company shall, as of the Effective Time, be amended in their entirety to be the same as the by-laws of the Merger Sub in effect immediately after prior to the Effective Time, except as to the name of the Surviving Corporation, which shall be "Puget Energy, Inc.," and as so amended in their entirety shall by the by-laws of the Surviving Corporation until thereafter duly amended, and (c) the Merger shall have all of the effects provided by the BCA. As of the Effective Time, each of the directors of the Company shall resign and the directors of the Merger Sub at the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the directors of the effects provided by Delaware LawSurviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and the by-laws of the Surviving Corporation. The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified.
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
, (a) the separate --------------------- existence of Merger Sub shall cease and Merger Sub shall be merged with and into Seller (Merger Sub and Seller are sometimes referred to herein as the Company, "Constituent Corporations" and the Company shall be the surviving corporation of Seller after the Merger pursuant is sometimes referred to herein as the terms of this Agreement and the Certificate of Merger;
"Surviving Corporation"), (b) the Certificate of Incorporation of Seller shall be amended and restated in the form attached as Exhibit A hereto --------- and shall be filed with the Delaware Secretary of State immediately prior to the Effective Time and shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
, (c) the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
thereafter amended, (ed) the members directors of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
, (e) the officers of Seller immediately prior to the Effective Time shall be the officers of the Surviving Corporation until their respective successors are duly elected or appointed and qualified and (f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawapplicable law.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Top Tier Software Inc)
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of this Agreement and a certificate, or articles, of merger (as required by the DGCL) (the “Certificate of Merger”) which shall have been filed with the Secretary of State of the State of Delaware;
(b) the Certificate certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
(c) the Bylaws bylaws of the Surviving Corporation shall be amended in their its entirety to read as the Bylaws bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub immediately prior to the Effective Time shall be appointed as the officers of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed elected as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware Lawthe DGCL.
Appears in 1 contract
Samples: Merger Agreement (Natus Medical Inc)
Effects of the Merger. At and upon the Effective Time:
(a) The Merger shall have the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and the Company shall be the surviving corporation of the Merger pursuant to the terms of effects set forth in this Agreement and the Certificate of Merger;GCL.
(b) The Certificate of Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of MergerCorporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law; provided that Article First of the Certificate of Incorporation shall be amended to read as provided by Delaware Law;follows: "The name of the Corporation is Tempur World, Inc."
(c) Subject to the Bylaws provisions of Section 6.06 of this Agreement, the By-Laws of the Purchaser in effect at the Effective Time shall be the By-Laws of the Surviving Corporation shall be until amended in their entirety to read as accordance with the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;provisions thereof and applicable law.
(d) Subject to applicable law, the officers directors of Merger Sub the Purchaser immediately prior to the Effective Time shall be appointed as the officers initial directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly appointed;elected and qualified, or their earlier death, resignation or removal.
(e) the members The officers of the Board of Directors of Merger Sub Company immediately prior to the Effective Time shall be appointed as the members of the Board of Directors initial officers of the Surviving Corporation immediately after the Effective Time and shall hold office until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Timeor their earlier death, have all of the effects provided by Delaware Lawresignation or removal.
Appears in 1 contract
Samples: Merger Agreement (Twi Holdings Inc)
Effects of the Merger. (a) At and upon the Effective Time:
: (ai) the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease and the Company shall be continue as the surviving corporation of (the Merger pursuant Company (or, as applicable, its successors and assigns and their respective successors and assigns) is sometimes referred to herein as the terms of this Agreement and "Surviving Corporation"); (ii) the Certificate of Merger;
(b) Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended in the Merger to delete the text set forth in Article Nine therein and replace it with a provision that specifically permits stockholders to effect by written consent any action required or permitted to be taken by the stockholders at a stockholders' meeting and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation shall be until duly amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
or repealed; and (ciii) the Bylaws of the Surviving Corporation shall be amended Company as in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the officers of Merger Sub effect immediately prior to the Effective Time shall be appointed as the officers Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;amended or repealed.
(eb) the members of the Board of Directors The directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all be the directors of the effects provided by Delaware Law.Surviving Corporation, and such directors shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with Surviving Corporation's
Appears in 1 contract
Effects of the Merger. At and upon the Effective Time:
(a) the separate existence of Merger Sub shall cease and Merger Sub , MidAmerican Realty shall be merged with and into the Company, and the separate corporate existence of MidAmerican Realty shall cease. From and after the Effective Time, the certificate of incorporation of the Company as amended and restated in its entirety as set forth in Exhibit B hereto (the "Certificate of Incorporation") shall be the surviving corporation certificate of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;
(b) the Certificate of Incorporation incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of Merger, until thereafter amended as provided by Delaware Law;
the DGCL and the Certificate of Incorporation. The Bylaws of the Company as amended and restated in its entirety as set forth in Exhibit C hereto (cthe "Bylaws") shall be the Bylaws of the Surviving Corporation shall be amended in their entirety to read as the Bylaws of Merger Sub, until thereafter amended as provided by Delaware Law;
(d) the DGCL and the Certificate of Incorporation and the Bylaws of the Surviving Corporation. The officers and the directors of Merger Sub the Company immediately prior to the Effective Time shall be appointed as the officers and directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, to serve in accordance with the DGCL and the terms of the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their successors are duly elected or appointed or qualified or until their earlier death, resignation or removal, in each case, in accordance with the DGCL and the Certificate of Incorporation and Bylaws of the Surviving Corporation. The consummation of the Merger will have all of the effects provided by Delaware Lawin the DGCL and the ICL.
Appears in 1 contract
Effects of the Merger. (a) At and upon after the Effective Time:
(a) , the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into have the Company, and the Company shall be the surviving corporation effects specified in Chapter 23B.11.060 of the Merger pursuant to the terms of this Agreement and the Certificate of Merger;WBCA.
(b) At the Certificate Effective Time, the Articles of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Article I of the Articles of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth follows: "The name of this corporation is Aptimus, Inc." As so amended and restated, the Articles of Incorporation of the Company shall be the Articles of Incorporation of the Surviving Corporation until amended thereafter in the Certificate of Merger, until thereafter amended as provided by Delaware accordance with applicable Law;.
(c) At the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation (except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be amended in their entirety changed to read as the Bylaws of Merger Subrefer to Aptimus, Inc.), until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(d) At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be appointed as the directors and officers of the Surviving Corporation immediately after the Effective Time Corporation, each to hold office until their respective successors are duly appointed;
(e) the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time death, permanent disability, resignation or removal or until their respective successors are duly elected or appointed and qualified; and
(f) , all in accordance with the Merger shall, from Articles of Incorporation and after the Effective Time, have all Bylaws of the effects provided by Delaware Surviving Corporation and applicable Law.
Appears in 1 contract
Samples: Merger Agreement (Aptimus Inc)
Effects of the Merger. (a) At and upon after the Effective Time:, the Merger shall have the effects specified in the DGCL.
(ab) At the separate existence Effective Time, the Certificate of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, and Incorporation of the Company shall be the surviving corporation of the Merger pursuant amended and restated in its entirety to the terms of this Agreement and be identical to the Certificate of Merger;
(b) Incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that Article I of the Certificate of Incorporation shall read: “The name of this corporation is Ceregene, Inc.” As so amended and restated, the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the Surviving Corporation shall be amended in its entirety to read as set forth in the Certificate of MergerCorporation, until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(c) At the Effective Time, the Bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation (except that all references to Merger Sub in the Bylaws of the Surviving Corporation shall be amended in their entirety changed to read as reflect the Bylaws name change of Merger Sub), until amended thereafter amended as provided by Delaware in accordance with applicable Law;.
(d) At the Effective Time, each of the directors and officers of Merger Sub immediately prior to the Effective Time shall be appointed as the directors and officers of the Surviving Corporation immediately after the Effective Time Corporation, each to hold office until their respective successors are death, permanent disability, resignation or removal or until his or her respective successor is duly appointed;
(e) elected and qualified, all in accordance with the members Certificate of the Board of Directors of Merger Sub immediately prior to the Effective Time shall be appointed as the members of the Board of Directors Incorporation and Bylaws of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and qualified; and
(f) the Merger shall, from and after the Effective Time, have all of the effects provided by Delaware applicable Law.
Appears in 1 contract