Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1 (a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Liberty Media Corp /De/), Merger Agreement (Video Services Corp)
Merger Effective Time. At the Effective Time and subject to and upon ---------------------- the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following as soon as practicable after the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Four Media Co), Agreement and Plan of Merger (Liberty Media Corp /De/)
Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IX, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following as soon as practicable after the Closing.
Appears in 2 contracts
Samples: Merger Agreement (Associated Group Inc), Merger Agreement (Ascent Entertainment Group Inc)
Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media Parent and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following as soon as practicable on the ClosingClosing Date.
Appears in 1 contract
Samples: Merger Agreement (Steelcloud Inc)
Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media Parent and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following as soon as practicable after the Closing.
Appears in 1 contract
Samples: Merger Agreement (Actv Inc /De/)
Merger Effective Time. At the "Effective Time Time" (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, merge be merged with and into the Company in accordance with the provisions of the Delaware General Corporation Law ("DGCL"), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the Surviving Entitysurviving corporation. The Effective Time shall occur upon the filing with the Delaware Secretary of State of the State a certificate of Delaware of a Certificate of Merger merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a) and substance reasonably satisfactory to Parent and Company Stockholder and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media Parent and the Company Stockholder and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed concurrently with the Delaware Secretary of State on the Closing Date, at, or immediately following as soon as practicable after, the Closing.
Appears in 1 contract
Merger Effective Time. At the Effective Time and subject to and upon the terms and conditions of this Agreement, Merger Sub shall, and the Parent Parties shall cause Merger Sub to, merge with and into the Company in accordance with the provisions of the DGCL, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the Surviving Entity. The Effective Time shall occur upon the filing with the Secretary of State of the State of Delaware of a Certificate of Merger (the "Certificate of Merger") substantially in the form of Exhibit 2.1
(a2.1(a) and executed in accordance with the applicable provisions of the DGCL, or at such later time as may be agreed to by Parent, Liberty Media the Parent Parties and the Company and specified in the Certificate of Merger. Provided that this Agreement has not been terminated pursuant to Article IXVIII, the parties will cause the Certificate of Merger to be filed concurrently with or immediately following as soon as practicable after the Closing.
Appears in 1 contract