Effects of the Mergers. The Mergers shall have the effects set forth in this Agreement and in the relevant provisions of the DGCL and the DLLCA, as applicable. Without limiting the generality of the foregoing, and subject thereto, (a) at the Effective Time, (i) all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Inc. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation and (ii) all the property, rights, privileges, powers and franchises of each of Opco LLC and Opco Merger Sub LLC shall vest in the Opco Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Opco LLC and Opco Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Opco Surviving Company and (b) at the Second Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Surviving Corporation and Merger Sub LLC shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company.
Appears in 4 contracts
Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.), Merger Agreement (Parsley Energy, Inc.)
Effects of the Mergers. The Mergers shall have the effects set forth in this Agreement herein and in the relevant applicable provisions of the DGCL and the DLLCA, as applicable. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time: (a) at the Effective Time, (i) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company Hygeia and Hygeia Merger Sub Inc. shall vest in the Hygeia Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company Hygeia and Hygeia Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Hygeia Corporation and (iib) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of Opco LLC Canterbury and Opco Canterbury Merger Sub LLC shall vest in the Opco Canterbury Surviving CompanyEntity, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of Opco LLC Canterbury and Opco Canterbury Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Opco Canterbury Surviving Company and (b) at the Second Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Surviving Corporation and Merger Sub LLC shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CompanyEntity.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Stratus Media Group, Inc)
Effects of the Mergers. The Mergers shall (a) At and after the First Effective Time, the First Merger will have the effects set forth in this Agreement the First Certificate of Merger and in the relevant applicable provisions of the DGCL and the DLLCA, as applicableDGCL. Without limiting the generality of the foregoing, and subject thereto, (a) at the First Effective Time, (i) by virtue of the First Merger and without any further action on the part of the Parties or the holder of any securities, the separate corporate existence of Merger Sub I shall cease and all the property, rights, privileges, powers and franchises of each the Company and Merger Sub I shall vest in the First Surviving Company, and all debts, liabilities and duties of the Company and Merger Sub Inc. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Inc. I shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the First Surviving Corporation Company.
(b) At and (ii) after the Second Effective Time, the Second Merger will have the effects set forth in the Second Certificate of Merger and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, by virtue of the Second Merger and without any further action on the part of the Parties or the holder of any securities, the separate corporate existence of the First Surviving Company shall cease and all the property, rights, privileges, powers and franchises of each of Opco LLC the First Surviving Company and Opco Merger Sub LLC II shall vest in the Opco Second Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of Opco LLC the First Surviving Company and Opco Merger Sub LLC II shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Opco Surviving Company and (b) at the Second Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Surviving Corporation and Merger Sub LLC shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Effects of the Mergers. The Mergers (a) As a result of the Company Merger, (i) the separate corporate existence of Company Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Company Merger (the “Surviving Company”) and (ii) the Company Merger shall have the effects set forth in this Agreement and in the relevant applicable provisions of the DGCL and the DLLCA, as applicableDGCL. Without limiting the generality of the foregoing, and subject thereto, (a) at the Company Merger Effective Time, (i) all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Inc. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation and (ii) all the property, rights, privilegesimmunities, powers and franchises of each of Opco LLC the Company and Opco Company Merger Sub LLC shall vest in the Opco Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Opco LLC and Opco Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Opco Surviving Company and (b) at the Second Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Surviving Corporation and Merger Sub LLC shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Surviving Corporation Company and Company Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Company.
(b) As a result of the Manager Merger, (i) the separate limited liability company existence of Manager Merger Sub shall cease, and Manager shall continue as the surviving company of the Manager Merger (the “Surviving Manager”) and (ii) the Manager Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, at the Manager Merger Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Manager and Manager Merger Sub shall vest in the Surviving Manager, and all debts, liabilities, obligations, restrictions and duties of Manager and Manager Xxxxxx Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Manager.
(c) As a result of the OpCo Merger, (i) the separate limited liability company existence of OpCo Merger Sub shall cease, and OpCo shall continue as the surviving company of the OpCo Merger (the “Surviving OpCo” and, together with the Surviving Company and the Surviving Manager, the “Surviving Entities”) and (ii) the OpCo Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, at the OpCo Merger Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the OpCo and OpCo Merger Sub shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions and duties of OpCo and OpCo Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving OpCo.
Appears in 2 contracts
Samples: Merger Agreement (Emanuel Ariel), Merger Agreement (Endeavor Group Holdings, Inc.)
Effects of the Mergers. The Mergers (a) At the SPAC Merger Effective Time, the effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement Agreement, the Cayman Plan of Merger and in the relevant applicable provisions of the DGCL and the DLLCA, as applicableCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, (a) at the SPAC Merger Effective Time, (i) all the property, rights, agreements, privileges, powers immunities, powers, franchises, licenses and franchises authority of SPAC and Cayman Merger Sub shall vest in the SPAC Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SPAC and Cayman Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the SPAC Surviving Company (including all rights and obligations with respect to the Trust Account).
(b) At the Company Merger Effective Time, the effect of the Company Merger shall be as provided in this Agreement, the BVI Plan of Merger and the BVI Articles of Merger and the applicable provisions of the BVI Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the property, rights, agreements, privileges, immunities, powers, franchises, licenses and authority of the Company and BVI Merger Sub Inc. shall vest in the Company Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and BVI Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation and (ii) all the property, rights, privileges, powers and franchises of each of Opco LLC and Opco Merger Sub LLC shall vest in the Opco Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Opco LLC and Opco Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Opco Surviving Company and (b) at the Second Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Surviving Corporation and Merger Sub LLC shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Corporation and Merger Sub LLC shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company.
Appears in 1 contract
Samples: Business Combination Agreement (Queen's Gambit Growth Capital)