Common use of Effects of the Mergers Clause in 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.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (J M SMUCKER Co), Agreement and Plan of Merger (Sysco Corp)

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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: Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (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 (Synageva Biopharma Corp), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc)

Effects of the Mergers. The Mergers shall have the effects set forth in the applicable provisions of this Agreement, the DGCL and the DLLCA. Without limiting the generality of the foregoing and subject thereto, by virtue of (a) the SPAC Merger and without further act or deed, at the SPAC Merger Effective Time, all of the property, rights, privileges, immunitiespowers and franchises of Pubco and SPAC shall vest in the Surviving Corporation and all of the debts, liabilities and duties of SPAC and Pubco shall become the debts, liabilities and duties of the Surviving Corporation and (b) the Acquisition Merger and without further act or deed, at the Acquisition Merger Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub One shall vest in the Surviving Subsidiary Company as the surviving corporation in the Initial Merger, and all of the debts, liabilities, obligations liabilities 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 liabilities and duties of the Surviving Subsidiary Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Tax Receivable Agreement (FAST Acquisition Corp. II)

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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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Payments 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 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 Company, 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 Company, 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 First Surviving Company and Merger Sub Two shall vest in Merger Sub Two as the Surviving Company, and all debts, liabilities, obligations liabilities and duties of the First Surviving Company and Merger Sub Two shall become the debts, liabilities, obligations liabilities and duties of the Surviving Company, all as provided under the DGCL and the DLLCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp)

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