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Common use of Effects of the Merger Clause in Contracts

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)

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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 the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDLLCA. 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 Company shall vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Merger Sub Company shall become the debts, liabilities and duties of the Surviving CorporationCompany.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.), Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.), Equity Purchase and Merger Agreement (Refco Inc.)

Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the applicable provisions of the DGCL, this Agreement DGCL and the Certificate of Merger. Without limiting the generality of the foregoing and subject theretoforegoing, as of at the Effective Time, all the assets, properties, rights, privileges, immunities, privileges, 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: Merger Agreement, Merger Agreement (Ducommun Inc /De/), Merger Agreement (CNL Strategic Capital, LLC)

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: Merger Agreement (At&t Corp), Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Merger Agreement (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 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 (Applera Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp)

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 DGCL and the Certificate of MergerDLLCA. 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 CorporationCompany, 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 CorporationCompany, all as provided under the DGCL and the DLLCA.

Appears in 3 contracts

Samples: Merger Agreement (PNK Entertainment, Inc.), Merger Agreement (Pinnacle Entertainment Inc.), Merger Agreement (Gaming & Leisure Properties, 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, the DLLCA and this Agreement and the Certificate of MergerAgreement. 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 be vested 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: Merger Agreement (Midland States Bancorp, Inc.), Merger Agreement (Centrue Financial Corp), Merger Agreement (Midland States Bancorp, 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 appropriate 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, the Surviving Entity shall possess all the properties, rights, immunities, 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: Merger Agreement (Rock-Tenn CO), Merger Agreement (Rock-Tenn CO), Merger Agreement (SMURFIT-STONE CONTAINER Corp)

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 the applicable provisions of the DGCLDGCL (including, this Agreement without limitation, Sections 259, 260 and 261 thereof) and the Certificate of MergerKGCC. 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 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: Merger Agreement (Oneil Timothy P), Merger Agreement (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 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: Agreement and Plan of Reorganization and Merger (Futurelink Corp), Merger Agreement (Futurelink Corp)

Effects of the Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DLLCA. At the Effective Time, all the effect of the Company’s and 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 propertiesSub’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 2 contracts

Samples: Merger Agreement (Alliqua BioMedical, Inc.), Merger Agreement (Wireless Ronin Technologies 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 (LiveXLive Media, Inc.), Merger Agreement (Snap Interactive, 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 relevant 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, all propertiesof the 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, all as provided in the DGCL and DLLCA.

Appears in 2 contracts

Samples: Merger Agreement (Alliance Data Systems Corp), Merger Agreement (Conversant, 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 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 (Arch Coal Inc), Merger Agreement (International Coal Group, 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 DGCL and the Certificate of MergerDLLCA. 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 Liabilities and duties of the Company and Merger Sub shall become the debts, liabilities Liabilities and duties of the Surviving Corporation, all as provided under the DGCL and DLLCA.

Appears in 2 contracts

Samples: Merger Agreement (Kellanova), Merger Agreement (Heska 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 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 (Astellas Pharma Inc.), Merger Agreement (Osi Pharmaceuticals Inc)

Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the by applicable provisions of Law, including 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, immunities, 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: Merger Agreement (National Oilwell Varco Inc), Merger Agreement (Grant Prideco 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 DGCL and the Certificate of MergerDLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all the properties, rights, privileges, immunities, privileges, 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 2 contracts

Samples: Merger Agreement (Synopsys Inc), Merger Agreement (Avant 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 and after 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 DGCL and the Certificate of MergerIBCL. 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 be the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Wellpoint Health Networks Inc /De/), Merger Agreement (Anthem 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 relevant provisions of the DGCL, this Agreement DGCL and the Certificate of MergerNCBCA. 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 Seller shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Seller shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 2 contracts

Samples: Merger Agreement (Ecb Bancorp Inc), Merger Agreement (Crescent Financial Bancshares, 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 DGCL and the Certificate of MergerDLLCA. 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 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 under the DGCL and the DLLCA.

Appears in 2 contracts

Samples: Merger Agreement (Plains Exploration & Production Co), Merger Agreement (Freeport McMoran Copper & Gold 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 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 DGCL and the Certificate of MergerTBCA. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesof the property, rights, immunitiespowers, privileges, powers privileges and franchises of the Company and Merger Sub shall vest be vested 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 2 contracts

Samples: Merger Agreement (Endeavour International Corp), Merger Agreement (Continental Southern Resources 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 (Aerogen Inc), Merger Agreement (Nektar Therapeutics)

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 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 Axxxxx and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company Axxxxx and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (Andrew Corp)

Effects of the Merger. At and after the Effective Time, the effect Merger will have the effects set forth in this Agreement, the 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 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 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, DGCL and this Agreement and the Certificate of MergerAgreement. 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 be vested in the Surviving CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (HMN Financial 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 applicable provisions of TBCA and 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, immunitiespowers, privileges, 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 1 contract

Samples: Merger Agreement (Power 3 Medical Products 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

Samples: Merger Agreement (Regan Holding 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 the applicable provisions of the DGCL, this Agreement CBCA 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 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 (People's United Financial, Inc.)

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 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 (Gilat Satellite Networks LTD)

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 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, subject to the terms and conditions of this Agreement and the other documents contemplated hereby, all the 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 (Spanish Broadcasting System 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 MergerDLLCA. Without limiting the generality of the foregoing and sentence, but subject thereto, as of at the Effective Time, all propertiesthe property, rights, privileges, immunities, privileges, powers and franchises of the Company each of GLP and Merger Sub Xxxx shall vest in the Surviving CorporationCompany, and all debts, liabilities liabilities, obligations and duties of the Company each of GLP and Merger Sub Xxxx shall become the debts, liabilities liabilities, obligations and duties of the Surviving CorporationCompany, all as provided under the DLLCA.

Appears in 1 contract

Samples: Merger Agreement (Boyd Gaming Corp)

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 in the applicable provisions of the DLLCA and 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 assets, properties, rights, privileges, immunities, privileges, powers and franchises of the Company and the Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities liabilities, duties and duties obligations of the Company and the Merger Sub shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving CorporationCompany, all as provided under the DLLCA and DGCL.

Appears in 1 contract

Samples: Merger Agreement (Communications 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 herein, in the applicable provisions of the DGCLDLLCA, this Agreement and in 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 CorporationCompany, and all debtsliabilities, liabilities restrictions and duties disabilities of each of the Company and Merger Sub shall become the debtsliabilities, liabilities restrictions and duties disabilities of the Surviving CorporationCompany.

Appears in 1 contract

Samples: Merger Agreement (Walgreens Boots Alliance, 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 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 1 contract

Samples: Merger Agreement (ATC Technology CORP)

Effects of the Merger. At and after 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 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 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 1 contract

Samples: Merger Agreement (Healthcare Acquisition Corp)

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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 ARS and the Certificate of MergerDGCL and this Agreement. 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 be vested in the Surviving CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (Alerus Financial 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 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 be vested 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 (Highbury Financial 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 the applicable provisions of the DGCL, this Agreement DGCL and the Certificate of MergerCGCL. 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 powers, licenses, authorizations and franchises of the Company and Merger Sub and CTI shall vest be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub and CTI shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (World Access Inc /New/)

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

Samples: Merger Agreement (Biosante Pharmaceuticals Inc)

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

Samples: Merger Agreement (Bakbone Software 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 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

Samples: Merger Agreement (SCBT 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 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 Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub and the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (PAETEC Holding Corp.)

Effects of the Merger. At Subject to the Effective Timeforegoing, the effect effects of the Merger shall be as provided in the applicable provisions of the DGCL, this Agreement DLLCA and the Certificate of MergerDGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of from and after the Effective Time, Time all propertiesproperty, rights, privileges, immunities, privilegespowers, powers franchises, licenses and franchises authority of the Company and Merger Sub shall vest in the Surviving CorporationEntity, 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 CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (Victory Electronic Cigarettes Corp)

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 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 thereto, as of at the Effective Time, all properties, 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.

Appears in 1 contract

Samples: Merger Agreement (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, this Agreement DGCL and the Certificate of MergerCGCL. 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 (Marketfirst Software Inc)

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 and the Certificate of Merger. 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 Merger shall be as provided have the effects set forth in this Agreement, the applicable provisions of the DGCL, this Agreement DGCL and the Certificate of MergerGLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, all propertiesof the property, rights, immunitiespowers, privileges, powers privileges and franchises of the Company and Merger Sub shall vest be vested 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 1 contract

Samples: Merger Agreement (International Travel Cd S 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 DGCL and the Certificate of MergerDLLCA. 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 CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity, all as provided under the DGCL and DLLCA.

Appears in 1 contract

Samples: Merger Agreement (Transgenomic 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 Articles of Merger, the Certificate of Merger and the applicable provisions of the DGCL, this Agreement DGCL and the Certificate of MergerBCL. Without limiting the generality of the foregoing foregoing, and subject thereto, as of at the Effective Time, Time all properties, the 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 (Healthextras 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, 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 1 contract

Samples: Merger Agreement (Pactiv Evergreen Inc.)

Effects of the Merger. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DLLCA. At the Effective Time, all the effect of the Company’s and 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 propertiesSub’s property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall will vest in the Surviving CorporationCompany, and all debts, 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 (Western Capital Resources, 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 Effective Time, the effect effects of the Merger shall be as provided in the applicable provisions of the DGCLthis Agreement, this Agreement and the Certificate of MergerMerger and the DLLCA. Without limiting the generality By virtue of the foregoing Merger and subject theretowithout further act or deed, as of at the Effective Time, Time all propertiesthe property, rights, privileges, immunities, privileges, 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

Samples: Merger Agreement (IHS Markit Ltd.)

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 the applicable provisions of the DGCLDLLCA, DSTA 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 propertiesthe property (including, without limitation, all rights, immunities, privileges, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving CorporationEntity, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (Ensource Energy Income Fund LP)

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 DGCL and the Certificate of MergerKGCC. 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 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 (National Bank Holdings Corp)

Effects of the Merger. At The Merger will have the Effective Time, the effect of the Merger shall be as effects provided in this Agreement and the applicable provisions of the DGCL, this Agreement and the Certificate of MergerDLLCA. 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 CorporationEntity, and all debtsclaims, liabilities obligations, liabilities, debts and duties of the Company and Merger Sub shall become the debtsclaims, liabilities obligations, liabilities, debts and duties of the Surviving CorporationEntity.

Appears in 1 contract

Samples: Merger Agreement (PJT Partners 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 DGCL and the Certificate of MergerDLLCA. Without limiting the generality of the 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, Company 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 under the DGCL, the DLLCA and other applicable Law.

Appears in 1 contract

Samples: Merger Agreement (Sun Healthcare Group Inc)

Effects of the Merger. At and after the Effective Time, the effect Merger will have the effects set forth in this Agreement, the 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, Time all propertiesthe property, rights, immunities, privileges, powers and franchises of the Company and Merger Sub Newco shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub Newco shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (THCG Inc)

Effects of the Merger. At The Merger shall have the Effective Time, the effect effects set forth in Section 264 of the Merger shall be as provided in the applicable provisions DGCL and Section 18-209 of the DGCL, this Agreement and the Certificate of MergerDLLCA. 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 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 (Chart Industries 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 herein and in 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, privileges, immunities, privilegespowers, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving CorporationCompany, and all 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 1 contract

Samples: Merger Agreement (Opko Health, 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 DGCL and the Certificate of MergerNYBCL. 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)

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