Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of the Effective Time, all properties, 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: Merger Agreement (Blackbaud Inc), Merger Agreement (Convio, Inc.), Merger Agreement (Kintera 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 and the applicable provisions of the DGCL, this Agreement DGCL and the Certificate of MergerDLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, rights, immunities, 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: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects provided in this Agreement and as provided set forth in the applicable provisions provisions, including Section 259, of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all the properties, rights, immunities, 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: Merger Agreement (United Rentals, Inc.), Merger Agreement (Biotelemetry, Inc.), Merger Agreement (Spectranetics Corp)
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 the applicable provisions NCBCA and Section 259 of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, rights, immunities, 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: Agreement and Plan of Merger (At&t Corp), Merger Agreement (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems 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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, 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: Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Medley Management Inc.), Merger Agreement (Sierra Income 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesof the property, rights, privileges, 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, in each case, as provided under the DGCL and other applicable Law.
Appears in 3 contracts
Samples: Merger Agreement (Duckhorn Portfolio, Inc.), Merger Agreement (Schulman a Inc), Merger Agreement (Advisory Board Co)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, all the properties, 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 3 contracts
Samples: Merger Agreement (Internet Brands, Inc.), Merger Agreement (NationsHealth, Inc.), Merger Agreement (Getty Images Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects provided in this Agreement and as provided set forth in the applicable provisions provisions, including Section 259, of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving 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 (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesof the property, rights, immunities, 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: Merger Agreement (Vertro, Inc.), Merger Agreement (Inuvo, Inc.), Merger Agreement (Vertro, 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 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, as of at the Effective Time, all propertiesof the property, rights, immunities, 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: Merger Agreement (Naf Holdings Ii, LLC), Merger Agreement (Hampshire Group LTD), Merger Agreement (Hireright 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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDGCL. Without limiting the generality of the foregoing and subject thereto, as by virtue of the Merger and without further act or deed, at the Effective Time, all propertiesof the property, rights, immunities, 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: Merger Agreement (10X Capital Venture Acquisition Corp. III), Merger Agreement (10X Capital Venture Acquisition Corp. II), Merger Agreement (Tlgy Acquisition Corp)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of Merger and the Merger shall be as provided in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as at the Effective Time the separate existence of Merger Sub shall cease and all of the Effective Timeassets, all propertiesproperty, rights, immunities, 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 the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in this Agreement and specified in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, 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 3 contracts
Samples: Merger Agreement (VOXX International Corp), Merger Agreement (Gentex Corp), Merger Agreement (Gentex 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, rights, immunities, 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: Merger Agreement (Commscope Inc), Merger Agreement (Andrew Corp), Merger Agreement (Adc Telecommunications 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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDGCL. Without limiting the generality of the foregoing and subject thereto, as by virtue of the Merger and without further act or deed, at the Effective Time, all propertiesof the property, rights, immunities, privileges, powers powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Company and all of the debts, liabilities liabilities, and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Agreement and Plan of Merger (Western Acquisition Ventures Corp.), Merger Agreement (Western Acquisition Ventures 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 and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest continue in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become continue as the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.), Merger Agreement (Neustar Inc)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoincluding, as of without limitation, that, at the Effective Time, all the properties, rights, immunities, 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 3 contracts
Samples: Merger Agreement, Merger Agreement (Dole Food Co Inc), Merger Agreement (Murdock David H)
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, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, rights, immunities, 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: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all of the properties, rights, immunities, 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: Merger Agreement (Jarden Corp), Merger Agreement (K2 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 and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, 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 2 contracts
Samples: Merger Agreement (Aruba Networks, Inc.), Merger Agreement (Hewlett Packard 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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, 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 CorporationCorporation and the separate corporate existence of the Company shall continue unaffected by the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications 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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privileges, 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: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil 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 the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, 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, all as provided under the DGCL and other Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Astea International Inc), Merger Agreement (General Mills Inc)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, 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 2 contracts
Samples: Merger Agreement (Continental Building Products, Inc.), Merger Agreement (Continental Building Products, 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all the properties, rights, immunities, 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: Merger Agreement (Calico Commerce Inc/), Merger Agreement (Peoplesoft 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 the applicable provisions of the DGCL, DGCL and this Agreement and the Certificate of MergerAgreement. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, 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 Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Cyan Inc), Merger Agreement (Ciena 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, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, rights, immunitiesinterests, 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: Merger Agreement (Rf Micro Devices Inc), Merger Agreement (Cryolife 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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of the Effective Time, all properties, rights, immunities, 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.), Merger Agreement (Creek Road Miners, 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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities and duties obligations of the Company and Merger Sub shall become the debts, liabilities and duties obligations of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Merger Agreement (Renewable Innovations, Inc.), Merger Agreement (Tiger X Medical, 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 and in the applicable provisions of the DGCL, this Agreement and . The Merger shall be governed by Section 251(h) of the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, 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: Employment Agreement (AutoWeb, Inc.), Merger Agreement (AutoWeb, 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, privileges, powers and franchises of the Company Newegg and Merger Sub shall vest in the Surviving Corporation, and all the debts, liabilities and duties of the Company Newegg and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Lianluo Smart LTD), Merger Agreement (Lianluo Smart LTD)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesof the assets, property, rights, immunities, privileges, powers and franchises of the Company Parent and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Parent and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, and the separate legal existence of Merger Sub shall cease for all purposes, all as provided under the DGCL.
Appears in 2 contracts
Samples: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, 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 and in the applicable provisions of in the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, Time all the properties, rights, immunities, 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: Merger Agreement (Gti Corp), Merger Agreement (Technitrol 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 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, as of at the Effective Time, all the properties, 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 2 contracts
Samples: Merger Agreement, Merger Agreement (Interline Brands, Inc./De)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the effects provided in this Agreement and as provided set forth in the applicable provisions provisions, including Section 259, of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privilegespowers, 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: Merger Agreement (Momentive Performance Materials Inc.), Merger Agreement (Momentive Performance Materials Inc.)
Effects of the Merger. At and after the Effective Time, the effect effects of the Merger shall be as provided in this Agreement 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, as at the Effective Time all of the Effective Time, all propertiesproperty, 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 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, from and subject thereto, as of after the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, 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 Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Emagin Corp), Merger Agreement (Harman International Industries Inc /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 the applicable provisions of the DGCL, this Agreement and the Certificate DGCL, including Section 259 of Mergerthe DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all properties, rights, immunities, 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: Merger Agreement (Akorn Inc), Merger Agreement (Hi Tech Pharmacal Co 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at and after the Effective Time, all propertiesthe property, rights, immunitiesprivileges, privilegesfranchises, 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: Merger Agreement (Snap Interactive, Inc), Merger Agreement (LiveXLive Media, 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 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, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privilegespowers, powers franchises and franchises authority 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: Merger Agreement (Northwestern Corp), Merger Agreement (Northwestern 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 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, as of at the Effective Time, Time all propertiesthe property, 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 2 contracts
Samples: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Astellas Pharma 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 the applicable provisions of the DGCL, DGCL and this Agreement and the Certificate of MergerAgreement. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all properties, the 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 2 contracts
Samples: Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings)
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 and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, 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 CorporationCorporation in accordance with the terms and conditions of this Agreement and the relevant provisions of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem 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 the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, except as otherwise provided herein, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub and Virata shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub and Virata shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Merger Agreement (Virata Corp), Agreement and Plan of Merger (Virata Corp)
Effects of the Merger. At the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in the applicable provisions of the DGCLthis Agreement, this Agreement and the Certificate of MergerMerger and the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privileges, 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: Merger Agreement (International Coal Group, Inc.), Merger Agreement (Arch Coal 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, 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: Merger Agreement (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Discovery Partners International 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 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, as of at the Effective Time, all propertiesof the property, rights, immunities, 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: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group 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 Agreement 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, as of at the Effective Time, all propertiesthe property, 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 2 contracts
Samples: Merger Agreement (Futurelink Corp), Agreement and Plan of Reorganization and Merger (Futurelink Corp)
Effects of the Merger. At the Effective Time, the effect of Merger will have the Merger shall be as provided effects set forth in the applicable provisions of the DGCL, this Agreement and prescribed by the Certificate of MergerDGCL and any other applicable Law. Without limiting the generality of the foregoing and subject theretoforegoing, as of the Effective Time, the Surviving Corporation will succeed to all of the properties, rights, immunities, 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: Merger Agreement (Axsys Technologies Inc), Merger Agreement (Otix Global, 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 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, as of at the Effective Time, all the properties, 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 2 contracts
Samples: Merger Agreement (Nektar Therapeutics), Merger Agreement (Aerogen 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 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, as of at the Effective Time, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, 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: Merger Agreement (Barrier Therapeutics Inc), Merger Agreement (Stiefel Laboratories, 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 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, as of at the Effective Time, all propertiesthe property, 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 2 contracts
Samples: Merger Agreement (Hallwood Group Inc), Merger Agreement (Hallwood Trust /Tx/)
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 the applicable provisions of the DGCL, DGCL and this Agreement and the Certificate of MergerAgreement. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, except as otherwise provided herein, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Parent shall vest in the Surviving CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub Parent shall become the debts, liabilities and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided generally have the effects set forth in this Agreement 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, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company QPAGOS and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company QPAGOS and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. At The Merger shall have the Effective Timeeffects provided in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, all of the properties, 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 1 contract
Samples: Merger Agreement (Roadrunner Transportation Systems, 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, 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 1 contract
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in the applicable provisions of the DGCLthis Agreement, this Agreement and the Certificate of MergerMerger and the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, privileges, powers and franchises of the Company and the 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 1 contract
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, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, by virtue of the Merger and in accordance with the DGCL, all propertiesthe property, rights, immunities, 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 1 contract
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in by the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of the Effective Time, all properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCorporation I, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.Corporation I.
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 and in the applicable relevant provisions of the DGCL, this Agreement DGCL and the Certificate of MergerBCA. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, 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 1 contract
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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, from and subject thereto, as of after the Effective Time, all properties, rights, immunitiesproperties, privileges, powers immunities and franchises franchises, of a public as well as a private nature, of the Company and Merger Sub shall will vest in the Surviving CorporationCorporation and will be subject to all liabilities, obligations and all debts, liabilities and duties penalties of the Company and Merger Sub shall become Sub, all with the debts, liabilities and duties of effects set forth in the Surviving CorporationDGCL.
Appears in 1 contract
Samples: Merger Agreement (Athenex, 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, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, 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 1 contract
Samples: Merger Agreement (Tickets Com Inc)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in belong to 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 1 contract
Samples: Merger Agreement (Authentec Inc)
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all propertiesthe property, 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, all as provided under the applicable laws of the State of Delaware.
Appears in 1 contract
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 and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privileges, 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.
Appears in 1 contract
Samples: Merger Agreement (Presidio, Inc.)
Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL, this Agreement and including Section 259 of the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, 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 1 contract
Samples: Merger Agreement (Gannett Co., 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 and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, privileges, powers 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 1 contract
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, as of at the Effective Time, all propertiesthe assets, property, rights, privileges, immunities, 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 1 contract
Samples: Merger Agreement (Health Sciences Acquisitions Corp 2)
Effects of the Merger. At and after the Effective Time, the effect Merger will have the effects set forth in this Agreement, the Agreement of the Merger shall be as provided in and the applicable provisions of the DGCL, this Agreement CGCL and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective TimeTime all the assets, all propertiesproperty, 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 1 contract
Samples: Merger Agreement (Atmi 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Xxxxxx Corp. shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Xxxxxx Corp. shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Colley Corp)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, all the properties, 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 1 contract
Samples: Merger Agreement (Autoinfo 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 the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all propertiesof the property, rights, privileges, immunities, 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 1 contract
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects set forth in the applicable provisions Section 259 of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject theretothereto and any other applicable laws, as of at the Effective Time, all properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities liabilities, restrictions, disabilities and duties of the Company and Merger Sub Purchaser shall become the debts, liabilities liabilities, restrictions 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 as provided have the effects set forth in this Agreement and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as at the Effective Time all of the Effective Time, all propertiesproperty, rights, privileges, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, 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 Surviving Corporation, all as provided for herein and in the applicable provisions of the DGCL.
Appears in 1 contract
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, as of at the Effective Time, all propertiesthe property, rights, immunities, 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 1 contract
Samples: Master Agreement and Plan of Merger (Phelps Dodge Corp)
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 the applicable provisions DGCL and Section ___ of the DGCL, this Agreement and the Certificate of MergerFGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, except as otherwise provided herein, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Wireless shall vest rest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Wireless shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Datalink Net 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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDGCL. Without limiting the generality of the foregoing and subject thereto, as of from and after the Effective Time, all propertiesproperty, rights, privileges, immunities, privilegespowers, powers franchises, licenses, and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions, and duties of the Surviving Corporation.. 2
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dare Bioscience, Inc.)
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided generally have the effects set forth in this Agreement 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, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company CDx and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company CDx and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Brista Corp.)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of At the Effective Time, all propertiesthe Company’s and Merger Sub’s property, rights, immunities, privileges, powers powers, and franchises of the Company and Merger Sub shall will vest in the Surviving CorporationCompany, and all debts, liabilities liabilities, and duties of the Company and Merger Sub shall will become the Surviving Company’s debts, liabilities liabilities, and duties of the Surviving Corporationduties.
Appears in 1 contract
Samples: Merger Agreement (Twinlab Consolidated Holdings, 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 and in the applicable provisions of the DGCL, this Agreement CGCL and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, rights, immunities, privileges, powers and franchises of the Company Xxxxx and Merger Sub Legacy shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Xxxxx and Merger Sub Legacy shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe rights, rightsprivileges, immunities, privilegespowers, powers purposes, property and franchises assets of the Company and each of Merger Sub and Gatos shall vest in the Surviving Corporation, and all debtsliabilities, liabilities obligations and duties penalties of the Company and each of Merger Sub and Gatos shall become the debts, liabilities and duties of be assumed by the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Majestic Silver 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 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, as of from and after the Effective Time, all the properties, 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 1 contract
Effects of the Merger. At The Merger shall have the Effective Timeeffects specified in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, Time all propertiesthe property, rights, immunities, 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 1 contract
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 and in the applicable relevant provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesthe property, 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.Corporation.
Appears in 1 contract
Samples: Merger Agreement
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be have the --------------------- effects as provided in this Agreement and in the applicable provisions of the DGCL, this Agreement MBCL and the Certificate of MergerDGCL. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all the properties, rights, immunities, 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 1 contract
Samples: Merger Agreement (Virata 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, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, Time all propertiesthe property, 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 1 contract
Samples: Merger Agreement (Illumina 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all properties, the rights, immunitiesproperty, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, 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 Surviving CorporationCompany.
Appears in 1 contract
Effects of the Merger. At the Effective Time, the effect The effects of the Merger shall will 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 and subject theretoforegoing, as of at the Effective Time, by virtue of the Merger and in accordance with the DGCL, all propertiesof the property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall ANI will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall ANI will 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 as provided have the effects set forth herein and in the applicable provisions of the DGCL, this Agreement and the Certificate of Mergerincluding Section 259 thereof. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, 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 1 contract
Samples: Merger Agreement (Duane Reade Inc)
Effects of the Merger. At The Merger shall have the Effective Timeeffects provided in this Agreement, the effect Certificate of the Merger shall be as provided in 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, as of at the Effective Time, all propertiesof the property, rights, immunities, 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 1 contract
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect certificate of the Merger shall be as provided in 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, as of at the Effective Time, all of the properties, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, 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 Surviving Corporation.
Appears in 1 contract
Samples: Merger Agreement (Force Protection Video Equipment 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all of the properties, rights, immunities, privileges, powers powers, franchises and franchises immunities 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: Merger Agreement (LKQ Corp)
Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger shall be as provided in and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoincluding that, as of at the Effective Time, all the properties, 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 1 contract
Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided have the effects specified in this Agreement 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, as of at the Effective Time, all propertiesproperty, 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 1 contract
Samples: Merger Agreement (Bankrate, 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 the applicable provisions this Agreement and in Section 259 of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all propertiesthe property, rights, immunities, privileges, powers and franchises of the Company Republic and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Republic 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 as provided have the effects set forth in the this Agreement and Section 251 and other applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all properties, rights, immunities, 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 1 contract
Samples: Merger Agreement (CSK Auto 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 and in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject thereto, as of at the Effective Time, all properties, 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 1 contract
Samples: Merger Agreement (Alvarion 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 the applicable provisions this Agreement and in Section 251 of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all the properties, 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.
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Effects of the Merger. At the Effective Time, the effect of the The Merger shall be as provided generally have the effects set forth in this Agreement 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, as of at the Effective Time, all the properties, rights, immunities, privileges, powers and franchises of the Company TransEnterix and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company TransEnterix and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
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Effects of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificates of the Merger shall be as provided in and the applicable provisions of the DGCL, this Agreement FBCA and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all of the properties, 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.
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