Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement and Plan of Reorganization (this "Agreement") and as contemplated by the Certificate of Merger attached hereto as EXHIBIT 1.1 (the "Certificate of Merger"), Sub will be merged with and into Compass (the "Merger") in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"). The Certificate of Merger provides, among other things, the mode of effecting the Merger and the manner and basis of converting each issued and outstanding share of capital stock of Compass into shares of Common Stock, par value $.0001 per share, of Avant! ("Avant! Common Stock"). The Certificate of Merger shall be executed by Compass, Avant! and Sub prior to the Effective Date of the Merger (as defined in this Section 1.1). Subject to the provisions of this Agreement, the Certificate of Merger shall be filed in accordance with the DGCL on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon such filing of the Certificate of Merger (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of confirmation of such filing being hereinafter referred to as the "Effective Time of the Merger") in the State of Delaware.
Merger; Effective Time of the Merger. At the Effective Time of the Merger and subject to and upon the terms and conditions of this Agreement, MergerSub will merge with and into Old Liberty in accordance with the provisions of the DGCL, the separate corporate existence of MergerSub will cease and Old Liberty will continue as the surviving entity (the "Surviving Entity"). The Effective Time of the Merger shall be on the date and at the time that the certificate of merger with respect to the Merger, containing the provisions required by, and executed in accordance with Section 251 of the DGCL (the "Certificate of Merger") has been accepted for filing by the Delaware Secretary of State (or such later date and time as may be specified in the Certificate of Merger).
Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement, Acquisition Sub will be merged with and into Cogent (the "Merger") in accordance with the WBCA and the Delaware General Corporation Law (the "DGCL"). In accordance with the provisions of this Agreement, Articles of Merger in such form as is required by, and executed in accordance with, the WBCA, shall be filed with the Washington Secretary of State and the Delaware Secretary of State in accordance with the WBCA and the DGCL on the Closing Date (as defined in Section 2.2) and each issued and outstanding share of Common Stock of Cogent ("Cogent Common Stock"), shall be converted into shares of Common Stock, $.001 par value, of Adaptec (" Adaptec Common Stock") in the manner contemplated by Section 3. The Merger shall become effective at the time of the filing of such Articles of Merger with the Washington Secretary of State (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of such filing being hereinafter referred to as the "Effective Time of the Merger").
Merger; Effective Time of the Merger. Upon the terms and conditions hereinafter set forth and in accordance with the California General Corporation Law ("CGCL") and the Delaware General Corporation Law ("DGCL"), at the Effective Time (as defined in Section 1.3 below), Sub shall be merged with and into MBR (the "Merger"), and thereupon, the separate existence of Sub shall cease and MBR, as the Surviving Corporation (as defined in Section 1.4 below), shall continue to exist under and be governed by the CGCL."
Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement, the Acquiror will be merged with and into the Seller in accordance with the General Corporation Law of the State of Delaware (the "Delaware Statute"). A Certificate of Merger (the "Delaware Merger Certificate") shall be filed in accordance with the Delaware Statute and the provisions of this Agreement on the Closing Date. The Merger shall become effective upon acceptance of such filing by the Delaware Secretary of State (the time of acceptance of such filing is referred to as the "Effective Time").
Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement, Incat will be merged with and into Acquisition Sub (the "Merger") in accordance with the Delaware General Corporation Law (the "DGCL") and the California General Corporation Law (the "CGCL"). In accordance with the provisions of this Agreement, a certificate of merger in such form as is required by, and executed in accordance with, the DGCL, shall be filed with the Delaware Secretary of State and the California Secretary of State in accordance with the DGCL and the CGCL on the Closing Date (as defined in Section 2.2) and each issued and outstanding share of Common Stock, without par value, of Incat ("Incat Common Stock"), shall be converted into shares of Common Stock, $.001 par value, of Adaptec ("Adaptec Common Stock") in the manner contemplated by Section 3. The Merger shall become effective at the time of the filing of such certificate of merger with the Delaware Secretary of State (the date of such filing being hereinafter referred to as the "Effective Date of the Merger" and the time of such filing being hereinafter referred to as the "Effective Time of the Merger").
Merger; Effective Time of the Merger. Upon the terms and conditions ------------------------------------ hereinafter set forth and in accordance with the Louisiana Business Corporation Law ("LBCL") and the General Corporation Law of the State of Delaware (the ------ "DGCL"), at the Effective Time (as defined in Section 1.3 below), Starseed shall ------ be merged with and into Sub (the "Merger"), and thereupon, the separate -------- existence of Starseed shall cease and Sub, as the Surviving Corporation (as defined in Section 1.4 below), shall continue to exist under and be governed by the DGCL.
Merger; Effective Time of the Merger. Subject to the terms and conditions of this Agreement, the Agreement of Merger and the Certificate of Merger, Sub will be merged into CAG in accordance with California Law and Delaware Law. The Agreement of Merger will be executed by Sub and CAG prior to or on the Closing Date. Subject to the provisions of this Agreement and theAgreement of Merger, on the Closing Date the Agreement of Merger, together with required officers’ certificates, shall be duly executed and filed in accordance with the California Law and the Certificate of Merger shall be filed in accordance with Delaware Law. The Merger shall become effective upon the filing of the Agreement of Merger with the California Secretary of State, subject, however, to the issuance of a certified copy of the Agreement of Merger with respect to the Merger by the California Secretary of State (the effective time of such filing being hereinafter referred to as the “Effective Time of the Merger” and the date the certified copy of the Agreement of Merger is issued being hereinafter referred to as the “Confirmation Date”).
Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, the Merger Sub will be merged with and into Company in accordance with the Delaware General Corporation Law (the "DGCL"). At the closing of the Merger (the "Closing"), an appropriate certificate of merger, prepared and executed in accordance with the relevant provisions of the DGCL (a "Certificate of Merger") will be filed with the Delaware Secretary of State. The Merger will become effective upon that filing or later time on the Closing Date as is specified in the Certificate of Merger pursuant to the Acquiror's and Company's mutual agreement (the "Effective Time").
Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time:
