Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Granite Construction Inc), Agreement and Plan of Merger (Layne Christensen Co), Agreement and Plan of Merger (TTM Technologies Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth herein, in this Agreement, the Certificate of Merger and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Onesource Information Services Inc)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, Agreement and in the Certificate of Merger and the applicable appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises franchises, and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporationrestrictions, and all debts, liabilities disabilities and duties of the Company Seller and Merger Sub shall become the debtsPurchaser, liabilities and duties as provided under Section 259 of the Surviving CorporationDGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (Kenexa Corp)
Effects of the Merger. At the Effective Time, the effect effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Spinco shall vest in the Surviving Corporation, and all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub Spinco shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Fairpoint Communications Inc), Agreement and Plan of Merger (Fairpoint Communications Inc)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger NGCL and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privilegespowers, powers privileges and franchises of the Company and Merger Sub shall vest be vested in the Surviving CorporationCompany, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCLAct. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein (a) all of the property, rights, privileges, powers powers, franchises, titles and franchises interests of Merger Sub and the Company and Merger Sub shall vest in the Surviving CorporationCompany, and (b) all debts, liabilities and duties obligations of Merger Sub and the Company and Merger Sub shall become the debts, liabilities and duties obligations of the Surviving CorporationCompany.
Appears in 5 contracts
Samples: Plan of Merger and Securities Purchase Agreement (Valens Company, Inc.), Agreement and Plan of Merger (Trulieve Cannabis Corp.), Agreement and Plan of Merger (Trulieve Cannabis Corp.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall thereupon and subject thereto, at the Effective Time, thereafter possess all of the rights, property, rights, privileges, powers and franchises franchises, of a public as well as a private nature, of the Company and Merger Sub shall vest in the Surviving CorporationConstituent Corporations, and shall become subject to all debtsthe restrictions, liabilities disabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties each of the Surviving CorporationConstituent Corporations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Chart Industries Inc), Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Invitrogen Corp)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, foregoing and subject thereto, at as of the Effective Time, all of the propertyproperties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Blackbaud Inc), Agreement and Plan of Merger (Kintera Inc)
Effects of the Merger. At and after the Effective Time, the effect Merger will have the effects set forth in Section 55-11-06 of the Merger shall be as provided in this Agreement, the Certificate of Merger NCBCA and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Amended and Restated Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (At&t Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, Agreement and in the Certificate of Merger and the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Support Agreement (Graphite Bio, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, privileges and powers and franchises of the Company MDLY and Merger Sub shall vest be vested in Merger Sub as the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub MDLY shall become the debts, liabilities and duties of Merger Sub as the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Employment Agreement (Medley Management Inc.), Employment Agreement (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as have the effects provided in this Agreement, the Certificate of Merger Agreement and as set forth in the applicable provisions provisions, including Section 259, of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Rentals, Inc.), Agreement and Plan of Merger (Biotelemetry, Inc.), Agreement and Plan of Merger (Spectranetics Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth herein, in this Agreement, the Certificate of Merger and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition Corp. shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition Corp. shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCLDGCL and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyassets, properties, rights, privileges, immunities, powers and franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, Company and all debtsrestrictions, obligations, duties, debts and liabilities of Merger Sub and duties of the Company shall be the restrictions, obligations, duties, debts and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Ducommun Inc /De/), Agreement and Plan of Merger (CNL Strategic Capital, LLC)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Acquisition Sub shall vest in and be subject to all of the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become Acquisition Sub, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (GameStop Corp.)
Effects of the Merger. At and after the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth herein and in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.), Agreement and Plan of Merger (Wyeth)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company Xxxxxx and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Xxxxxx and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (Commscope Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set --------------------- forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property of the property, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties obligations of the Company and Merger Sub Purchaser shall become the debts, liabilities and duties obligations of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Interlink Computer Sciences Inc), Agreement and Plan of Merger (Information Advantage Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time the separate existence of Merger Sub shall cease and all of the assets, property, rights, privileges, powers and franchises of the Company Xxx and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities and duties of the Company Xxx and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation, in each case as provided under the DGCL.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.), Transaction Agreement and Plan of Merger (Telesat Canada)
Effects of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreementthe DGCL (including, the Certificate of Merger without limitation, Sections 259, 260 and the applicable provisions of the DGCL261 thereof). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tele Communications Inc /Co/), Agreement and Plan of Merger (Tele Communications International Inc), Agreement and Plan of Merger (Langner Jay B)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, by virtue of the Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II), Joinder Agreement (Tlgy Acquisition Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Internet Brands, Inc.), Agreement and Plan of Merger (NationsHealth, Inc.), Agreement and Plan of Merger (Getty Images Inc)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises franchises, and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporationrestrictions, and all debts, liabilities disabilities and duties of the Company and Merger Sub shall become the debtsSub, liabilities and duties as provided under Section 259 of the Surviving CorporationDGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Excelligence Learning Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Segue Software Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreementthe LLCA or, the Certificate of Merger and the applicable provisions of if there is a Conversion Event, the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers powers, and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Level 3 Communications Inc)
Effects of the Merger. At The Merger will have the Effective Timeeffects set forth herein, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Company as the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Company as the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (La Quinta Holdings Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp)
Effects of the Merger. At The Merger will generally have the Effective Time, the effect of the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hireright Inc), Agreement and Plan of Merger (Hampshire Group LTD), Agreement and Plan of Merger (Naf Holdings Ii, LLC)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers powers, immunities and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving Corporation, all as provided under the DGCL and the other applicable Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, Agreement and in the Certificate of Merger and the applicable appropriate provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Entity shall possess all of the propertyproperties, rights, privileges, powers and franchises franchises, and be subject to all of the restrictions, disabilities and duties, of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities and duties as provided under Section 209 of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationDLLCA.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become Sub, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Albemarle Corp), Agreement and Plan of Merger (Rockwood Holdings, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate Agreement of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Corp)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement, Agreement and in the Certificate of Merger and the applicable relevant provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany, all as provided in the DGCL and DLLCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conversant, Inc.), Agreement and Plan of Merger (Alliance Data Systems Corp)
Effects of the Merger. At and after the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and the Surviving Corporation shall become subject to all debtsof the restrictions, liabilities disabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationSub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dobson Communications Corp), Agreement and Plan of Merger (American Cellular Corp /De/)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL and other applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schulman a Inc), Agreement and Plan of Merger (Advisory Board Co)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at as of the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and the Merger Sub shall will vest in the Surviving CorporationEntity, and all debts, liabilities Liabilities and duties of the Company and the Merger Sub shall will become the debts, liabilities Liabilities and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Agreement and Plan of Merger (Creek Road Miners, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger DGCL and the applicable provisions of the DGCLIBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become be the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellpoint Health Networks Inc /De/), Agreement and Plan of Merger (Anthem Inc)
Effects of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreementthe DGCL (including, the Certificate of Merger without limitation, Sections 259, 260 and the applicable provisions of the DGCL261 thereof). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GLGR Acquisition Corp), Agreement and Plan of Merger (Hudson General Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, all as provided under the DGCL and other Applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
Effects of the Merger. At the Effective Time, the effect effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, interests, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, liabilities Liabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rf Micro Devices Inc), Agreement and Plan of Merger (Cryolife Inc)
Effects of the Merger. At the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest will be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arch Coal Inc), Agreement and Plan of Merger (International Coal Group, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Constituent Corporations shall vest be vested in the Surviving Corporation, and all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub Constituent Corporations shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HPSC Inc), Agreement and Plan of Merger (Globix Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, Time all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Technitrol Inc), Agreement and Plan of Merger (Gti Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as have the effects provided in this Agreement, the Certificate of Merger Agreement and as set forth in the applicable provisions provisions, including Section 259, of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises franchises, and be subject to all the debts, liabilities and duties, of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities and duties as provided under Section 259 of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corel Corp), Agreement and Plan of Merger (Intervideo Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Company as the Surviving CorporationCorporation in the Merger, and all debts, liabilities and duties Liabilities of the Company and Merger Sub shall become the debts, liabilities and duties Liabilities of the Company as the Surviving CorporationCorporation in the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Battalion Oil Corp), Agreement and Plan of Merger (Battalion Oil Corp)
Effects of the Merger. At The Merger will have the Effective Time, effects prescribed by the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger DGCL and the any other applicable provisions of the DGCLlaw. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall Purchaser will vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall Purchaser will become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Transaction Agreement (Online Resources Corp), Transaction Agreement (Aci Worldwide, Inc.)
Effects of the Merger. At Subject to the Effective Timeforegoing, the effect effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at At the Effective Time, Time all of the MergerCo’s property, rights, privileges, powers powers, and franchises of the Company and Merger Sub shall will vest in the Surviving Corporation, and all debts, liabilities liabilities, and duties of the Company and Merger Sub shall MergerCo will become the debts, liabilities and duties of the Surviving Corporation’s debts, liabilities, and duties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fluoropharma Medical, Inc.), Agreement and Plan of Merger (Fluoropharma Medical, Inc.)
Effects of the Merger. At the Effective Time, the effect of Merger --------------------- shall have the Merger shall be effects as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Acquisition Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bolle Inc), Agreement and Plan of Merger (Shade Acquisition Inc)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Subsidiary shall vest in the Surviving Corporation, and all debtsDebts, liabilities liabilities, obligations and duties of the Company and Merger Sub Subsidiary shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xto Energy Inc), Agreement and Plan of Merger (Applera Corp)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and in accordance with the DGCL, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Trimeris Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCorporation and the separate corporate existence of the Company shall continue unaffected by the Merger.
Appears in 2 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become I, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centene Corp), Agreement and Plan of Merger (Health Net Inc)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, claims, obligations, liabilities and duties of the Company and Merger Sub shall become the debts, claims, obligations, liabilities and duties of the Surviving Corporation, all as provided under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be have the effects as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities and duties of each of the Company and Merger Sub shall attach to and become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Juno Therapeutics, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, Agreement and in the Certificate of Merger and the applicable appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the propertyproperties, rights, privileges, powers and franchises franchises, and be subject to all of the restrictions, disabilities and duties, of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities and duties as provided under Section 259 of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
Effects of the Merger. At the Effective Time, the effect effects of the Merger shall will be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities, restrictions, disabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nauticus Robotics, Inc.), Agreement and Plan of Merger (KAR Auction Services, Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided in this Agreementhave the effects set forth herein, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company shall continue, and Merger Sub those of the Purchaser shall vest vest, in the Surviving Corporation, and all debts, liabilities and duties of the Company shall remain, and Merger Sub those of Purchaser shall become become, the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ignyta, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at and after the Effective Time, all of the property, rights, privileges, franchises, licenses, powers and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LiveXLive Media, Inc.), Agreement and Plan of Merger (Snap Interactive, Inc)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreementby applicable Law, the Certificate of Merger and the applicable provisions of including the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall Parent will vest in the Surviving Corporation, and all of the debts, liabilities Liabilities and duties of the Company and Merger Sub shall Parent will become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Varco International Inc /De/), Agreement and Plan of Merger (National Oilwell Inc)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreementby applicable Law, the Certificate of Merger and the applicable provisions of including the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall will vest in the Surviving CorporationSurvivor, and all of the debts, liabilities Liabilities and duties of the Company and Merger Sub shall will become the debts, liabilities Liabilities and duties of the Surviving CorporationSurvivor.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company Merger Partner and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Merger Partner and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc)
Effects of the Merger. At the Effective Time, the effect of the --------------------- Merger shall be have the effects as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Acquisition Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (Fremont Partners Lp)
Effects of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreementthe DGCL (including, the Certificate of Merger without limitation, Sections 259, 260 and 261 thereof) and the applicable provisions of the DGCLKGCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub COLA shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub COLA shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: 2 Agreement and Plan of Merger (Oneil Timothy P), Agreement and Plan of Merger (Transfinancial Holdings Inc)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astellas Pharma Inc.), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
Effects of the Merger. (a) At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in and be subject to all of the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become Sub, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the OGCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Keycorp /New/)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this AgreementSections 251, the Certificate of Merger 259 and the applicable provisions 261 of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers property and franchises assets of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties obligations of the Company and Merger Sub Purchaser shall become the debts, liabilities and duties obligations of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Akorn Inc), Agreement and Plan of Merger (Hi Tech Pharmacal Co Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects as provided in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Calico Commerce Inc/), Agreement and Plan of Merger (Peoplesoft Inc)
Effects of the Merger. At The Merger will generally have the Effective Time, the effect of the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities Liabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Inc), Agreement and Plan of Merger (Jarden Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall thereupon and subject thereto, at the Effective Time, thereafter possess all of the rights, property, rights, privileges, powers and franchises franchises, of a public as well as a private nature, of the Company and Merger Sub shall vest in the Surviving CorporationConstituent Corporations, and shall become subject to all the debts, liabilities restrictions, disabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties each of the Surviving CorporationConstituent Corporations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PPD, Inc.), Agreement and Plan of Merger (United Rentals North America Inc)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in and be subject to all of the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become Sub, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Resource Capital Corp.), Agreement and Plan of Merger (Resource America, Inc.)
Effects of the Merger. At The Merger will generally have the Effective Time, the effect of the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, Corporation and all debts, liabilities Liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Fiber Systems, Inc.), Agreement and Plan of Merger (Fibernet Telecom Group Inc\)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and specified in the applicable provisions of the DGCLCGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, powers immunities, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities liabilities, and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keysight Technologies, Inc.), Agreement and Plan of Merger (Ixia)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth herein and in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject theretothereto and to the terms of this Agreement, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities Liabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debtsobligations, liabilities and duties of the Company and Merger Sub shall become Corp, all as provided under the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretoincluding, without limitation, that, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Murdock David H), Agreement and Plan of Merger (Dole Food Co Inc)
Effects of the Merger. At From and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nektar Therapeutics), Agreement and Plan of Merger (Aerogen Inc)
Effects of the Merger. At From and after the Effective Time, the effect effects of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting DGCL and the generality of Surviving Corporation shall possess all the foregoingrights, powers, privileges and franchises and be subject thereto, at the Effective Time, to all of the propertyobligations, rightsliabilities, privileges, powers restrictions and franchises disabilities of the Company and Merger Sub shall vest in and the Surviving CorporationCompany, and all debts, liabilities and duties of as provided under the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (VG Acquisition Corp.), Agreement and Plan of Merger (Duddell Street Acquisition Corp.)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vnu N V), Agreement and Plan of Merger (Acnielsen Corp)
Effects of the Merger. At and after the Effective Time, the effect effects of the Merger shall be as provided in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Telephone Co., LLC), Agreement and Plan of Merger (Knology Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCLDGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings)
Effects of the Merger. At the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in this Agreement, Agreement and prescribed by the Certificate of Merger DGCL and the any other applicable provisions of the DGCLLaw. Without limiting the generality of the foregoing, and subject thereto, at as of the Effective Time, the Surviving Corporation will succeed to all of the propertyproperties, rights, privileges, powers powers, franchises and franchises assets of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities and duties of the Company and Merger Sub shall will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Axsys Technologies Inc), Agreement and Plan of Merger (Otix Global, Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth herein, in this Agreement, the Certificate of Merger and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Napster Inc), Agreement and Plan of Merger (Best Buy Co Inc)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and in accordance with the DGCL, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accelrys, Inc.), Agreement and Plan of Merger (Accelrys, Inc.)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities Liabilities, obligations and duties of the Company and Merger Sub Subsidiary shall become the debts, liabilities Liabilities, obligations and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the CBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (People's United Financial, Inc.)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at from and after the Effective TimeDate and except as otherwise provided herein, the Surviving Corporation shall possess and have vested in it all of the property, rights, privileges, powers and franchises and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporationrestrictions, and all disabilities, debts, liabilities and duties of Sub and the Company Company, all as provided under Delaware law and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporationall other Applicable Laws.
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Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the propertyproperties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Actagene shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Actagene shall become the debts, liabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Reorganization (Infinity Oil & Gas Co)
Effects of the Merger. At and after the Effective Time, the effect of the Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
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Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger CGCL and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub Acquisition shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.
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Effects of the Merger. At The Merger will have the Effective Time, the effect of the Merger shall be as provided effects set forth in this Agreement, the Certificate of Merger Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub Newco Corp shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Newco Corp shall become the debts, liabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (LightBeam Electric Co)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (Allion Healthcare Inc)
Effects of the Merger. At The Merger shall have the Effective Time, the effect effects set forth --------------------- in Section 259 of the Merger shall be as provided in this Agreement, the Certificate of Merger DGCL and the applicable provisions Section 0-000-000 of the DGCLCBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest rest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
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Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement, the Certificate of Merger Agreement and the applicable provisions of the DGCLDGCL and the FBCA. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Company as the Surviving CorporationCorporation in the Merger, and all debts, liabilities Liabilities, obligations and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities, obligations and duties of the Company as the Surviving CorporationCorporation in the Merger.
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