Effects of the Mergers. The Mergers shall have the effects set forth in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing and subject thereto, (a) at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One shall vest in the Company as the surviving corporation in the Initial Merger, and all debts, liabilities, obligations and duties of the Company and Merger Sub One shall become the debts, liabilities, obligations and duties of the Company as the surviving corporation in the Initial Merger, and (b) at the effective time of the Follow-On Merger, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Two shall vest in Merger Sub Two as the Surviving Company, and all debts, liabilities, obligations and duties of the Company and Merger Sub Two shall become the debts, liabilities, obligations and duties of the Surviving Company.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (J M SMUCKER Co), Merger Agreement (Sysco Corp)
Effects of the Mergers. The Mergers shall have the effects set forth in this Agreement and in the applicable relevant provisions of the DGCL and the DLLCA, as applicable. Without limiting the generality of the foregoing foregoing, and subject thereto, (a) at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Parent Sub One shall vest in the Company as the surviving corporation in the Initial MergerSurviving Corporation, and all debts, liabilities, obligations obligations, restrictions, disabilities and duties of each of the Company and Merger Parent Sub One shall become the debts, liabilities, obligations obligations, restrictions, disabilities and duties of the Company as the surviving corporation in the Initial MergerSurviving Corporation, and (b) at the effective time of the Follow-On MergerSecond Company Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company Surviving Corporation and Merger LLC Sub Two shall vest in Merger Sub Two as the Surviving Company, and all debts, liabilities, obligations obligations, restrictions, disabilities and duties of each of the Company Surviving Corporation and Merger LLC Sub Two shall become the debts, liabilities, obligations obligations, restrictions, disabilities and duties of the Surviving Company.
Appears in 4 contracts
Samples: Merger Agreement (Nextier Oilfield Solutions Inc.), Merger Agreement (Nextier Oilfield Solutions Inc.), Merger Agreement (Patterson Uti Energy Inc)
Effects of the Mergers. The effects of the Mergers shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing foregoing, and subject thereto, (a) at the First Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One Purchaser shall vest in the Company as the surviving corporation in the Initial MergerFirst Surviving Corporation, and all debts, liabilities, obligations liabilities and duties of the Company and Merger Sub One Purchaser shall become the debts, liabilities, obligations liabilities and duties of the Company First Surviving Corporation, all as provided under the surviving corporation in the Initial Merger, DGCL and (b) at the effective time of the Follow-On MergerSecond Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company First Surviving Corporation and Merger Sub Two 2 shall vest in Merger Sub Two as the Surviving Company, and all debts, liabilities, obligations liabilities and duties of the Company First Surviving Corporation and Merger Sub Two 2 shall become the debts, liabilities, obligations liabilities and duties of the Surviving Company, all as provided under the DGCL and the DLLCA.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc), Agreement and Plan of Reorganization (Synageva Biopharma Corp)
Effects of the Mergers. (a) The Mergers Company Merger shall have the effects set forth in this Agreement and in the applicable relevant provisions of the DGCL DLLCA and the DLLCAMGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, (a) at the Company Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One shall vest in the Company as the surviving corporation in the Initial MergerSurviving Company, and all debts, liabilities, obligations liabilities and duties of the Company and Merger Sub One shall become and shall constitute the debts, liabilities, obligations liabilities and duties of the Company as the surviving corporation in the Initial Merger, and Surviving Company.
(b) The Partnership Merger shall have the effects set forth in this Agreement and in the relevant provisions of the DRULPA. Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Follow-On MergerPartnership Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company Partnership and Merger Sub Two Partnership shall vest in Merger Sub Two as the Surviving CompanyPartnership, and all debts, liabilities, obligations liabilities and duties of the Company Partnership and Merger Sub Two Partnership shall become and shall constitute the debts, liabilities, obligations liabilities and duties of the Surviving CompanyPartnership.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (InfraREIT, Inc.)
Effects of the Mergers. (a) The Mergers Merger shall have the effects set forth in this Agreement and in the applicable relevant provisions of the DGCL and the DLLCADGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, (a) at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One shall vest in the Company as the surviving corporation in the Initial MergerSurviving Corporation, and all debts, liabilities, obligations liabilities and duties of the Company and Merger Sub One shall become the debts, liabilities, obligations liabilities and duties of the Company as the surviving corporation in the Initial Merger, and Surviving Corporation.
(b) The Second Merger shall have the effects set forth in this Agreement and in the relevant provisions of the DGCL and the Delaware Limited Liability Company Act. Without limiting the generality of the foregoing, and subject thereto, at the effective time of the Follow-On Second Merger, all the property, rights, privileges, immunities, powers and franchises of the Company Surviving Corporation and Merger Sub Two 2 shall vest in Merger Sub Two as the Surviving CompanyLLC, and all debts, liabilities, obligations liabilities and duties of the Company Surviving Corporation and Merger Sub Two Subs shall become the debts, liabilities, obligations liabilities and duties of the Surviving CompanyLLC.
Appears in 2 contracts
Samples: Merger Agreement (Schawk Inc), Merger Agreement (Matthews International Corp)
Effects of the Mergers. The Mergers shall have the effects set forth in the applicable provisions of the DGCL and the DLLCADGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, (a) at the First Effective Time, all the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One shall vest in the Company as the surviving corporation in the Initial MergerSurviving Company, and all debts, liabilities, obligations liabilities and duties of the Company and Merger Sub One shall become the debts, liabilities, obligations liabilities and duties of the Initial Surviving Company as the surviving corporation in the Initial Merger, and (b) at the effective time of the Follow-On MergerSecond Effective Time, all the propertyproperties, rights, privileges, immunities, powers and franchises franchise of the Initial Surviving Company and Merger Sub Two II shall vest in Merger Sub Two as the Final Surviving Company, and all debts, liabilities, obligations liabilities and duties of the Initial Surviving Company and Merger Sub Two II shall become the debts, liabilities, obligations liabilities and duties of the Final Surviving Company.
Appears in 2 contracts
Effects of the Mergers. The Mergers shall have the effects set forth in the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing and subject thereto, (a) at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub One shall vest in the Company as the surviving corporation in the Initial Merger, and all debts, liabilities, obligations and duties of the Company and Merger Sub One shall become the debts, liabilities, obligations and duties of the Company as the surviving corporation in the Initial Merger, and (b) at the effective time of the Follow-On Merger, all the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Two shall vest in Merger Sub Two as the Surviving Company, and all debts, liabilities, obligations and duties of the Company and Merger Sub Two shall become the debts, liabilities, obligations and duties of the Surviving Company, in each case as provided under the DGCL and DLLCA, as appropriate.
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