Common use of Effects of the Mergers Clause in Contracts

Effects of the Mergers. The effects of the Mergers shall be as provided in this Agreement and in the applicable provisions of the Delaware LLC Act and the Delaware LP Act. Without limiting the generality of the foregoing, and subject thereto, (a) at the Effective Time, all of the property, rights, privileges, powers and franchises of the General Partner and GP Merger Sub shall vest in the GP Surviving Entity, and all debts, liabilities and duties of the General Partner and GP Merger Sub shall become the debts, liabilities and duties of the GP Surviving Entity, all as provided under the Delaware LLC Act, and (b) at the Effective Time, all of the property, rights, privileges, powers and franchises of the Partnership and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of the Partnership and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity, all as provided under the Delaware LP Act and the Delaware LLC Act, as applicable.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Oasis Midstream Partners LP)

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Effects of the Mergers. The effects of the Mergers shall be as provided in this Agreement and in the applicable provisions of the Delaware LLC Act and the Delaware LP Act. Without limiting the generality of the foregoing, and subject thereto, (a) at the Effective Time, all of the property, rights, privileges, powers and franchises of the General Partner and GP Merger Sub shall vest in the GP Surviving Entity, and all debts, liabilities and duties of the General Partner and GP Merger Sub shall become the debts, liabilities and duties of the GP Surviving Entity, all as provided under the Delaware LLC Act, and (b) at the Effective Time, all of the property, rights, privileges, powers and franchises of the Partnership and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of the Partnership and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity, all as provided under the Delaware LP Act and the Delaware LLC Act, as applicable.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)

Effects of the Mergers. The effects of the Mergers shall be as provided in this Agreement and in the applicable provisions of the Delaware LLC Act DGCL and the Delaware LP ActDLLCA. Without limiting the generality of the foregoing, and subject thereto, (a) at the HoldCo Effective Time, all of the property, rights, privileges, powers and franchises of the General Partner and GP Bacchus Merger Sub shall vest in the GP Surviving EntityCompany as the surviving corporation in the HoldCo Merger, and all debts, liabilities and duties of the General Partner and GP Bacchus Merger Sub shall become the debts, liabilities and duties of the GP Surviving EntityCompany, all as provided under the Delaware LLC ActDGCL, and (b) at the LinnCo Effective Time, all of the property, rights, privileges, powers and franchises of HoldCo, including all of the Partnership and Merger Sub outstanding equity interests in the Company, shall vest in the Surviving EntityCompany, and all debts, liabilities and duties of the Partnership and Merger Sub HoldCo shall become the debts, liabilities and duties of the Surviving EntityCompany, all as provided under the Delaware LP Act DGCL and the Delaware LLC Act, as applicableDLLCA.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger

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Effects of the Mergers. The At the Effective Time, the effects of the Mergers Merger shall be as provided in this Agreement Agreement, the Certificate of Merger and in the applicable provisions of the Delaware LLC Act and the Delaware LP ActDGCL. Without limiting the generality of the foregoing, and subject thereto, (a) at the Effective Time, all of the property, rights, privileges, powers and franchises of the General Partner Company and GP Merger Sub 1 shall vest in the GP Initial Surviving EntityCorporation, and all debts, liabilities and duties of the General Partner Company and GP Merger Sub 1 shall become the debts, liabilities and duties of the GP Initial Surviving EntityCorporation. At the Subsequent Effective Time, all the effects of the Subsequent Merger shall be as provided under in this Agreement, the Delaware LLC ActSubsequent Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and (b) subject thereto, at the Subsequent Effective Time, all of the property, rights, privileges, powers and franchises of the Partnership Initial Surviving Corporation and Merger Sub 2 shall vest in the Surviving EntityCompany, and all debts, liabilities and duties of the Partnership Initial Surviving Corporation and Merger Sub 2 shall become the debts, liabilities and duties of the Surviving Entity, all as provided under the Delaware LP Act and the Delaware LLC Act, as applicableCompany.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Juno Therapeutics, Inc.)

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