Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 4 contracts
Samples: Merger Agreement (Ca, Inc.), Merger Agreement (Under Armour, Inc.), Merger Agreement (Under Armour, Inc.)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 3 contracts
Samples: Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Neurogen Corp)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Pure Storage, Inc.), Merger Agreement (Compass Group Diversified Holdings LLC)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions Section 251(c) of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 2 contracts
Samples: Merger Agreement (Catalina Marketing Corp/De), Merger Agreement (Catalina Marketing Corp/De)
Merger of Merger Sub into the Company. Upon At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the relevant applicable provisions of the DGCL, at the Effective Time, : (i) Merger Sub shall be merged with and into the Company, and ; (ii) the separate existence of Merger Sub shall cease; and (iii) the Company shall be the surviving corporation and a wholly-owned subsidiary of Parent. The Company will continue Company, as the surviving corporation in entity of the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 2 contracts
Samples: Merger Agreement (LEO Pharma a/S), Merger Agreement (Peplin Inc)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 2 contracts
Samples: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp), Merger Agreement (TEKMIRA PHARMACEUTICALS Corp)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective Time, the Parties shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Merger Agreement (PetIQ, Inc.), Merger Agreement (Channeladvisor Corp)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant applicable provisions of the DGCL, at the Effective TimeTime (as defined in Section 2.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”” (all references in this Agreement to the “Company” shall mean the “Surviving Corporation” after the Effective Time) and a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Samples: Agreement of Investment and Merger (Techne Corp /Mn/)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation Surviving Corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of ParentMerger.
Appears in 1 contract
Samples: Merger Agreement (Compass Group Diversified Holdings LLC)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation Surviving Corporation in the Merger. The Merger (shall be effected under Section 251(h) of the “Surviving Corporation”) and a wholly-owned Subsidiary DGCL as soon as practicable following consummation of Parentthe Offer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Poseida Therapeutics, Inc.)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Immediately upon the Effective Time, the Company will become a direct wholly owned Subsidiary of Parent and will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCLLLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”) and will become a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Samples: Merger Agreement (RealPage, Inc.)
Merger of Merger Sub into the Company. Upon On the terms and subject to the conditions set forth in this Agreementherein, and in accordance with the relevant provisions Section 251 of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (referred to herein as the “Surviving Corporation”) and as a wholly-wholly owned Subsidiary subsidiary of ParentAcquirer.
Appears in 1 contract
Samples: Merger Agreement (Symantec Corp)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions Section 905 of the DGCLNYBCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCLCGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Samples: Merger Agreement (IVERIC Bio, Inc.)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions Section 251(h) of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent.
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions Section 251(h) of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a an indirect wholly-owned Subsidiary subsidiary of Parent.
Appears in 1 contract
Samples: Merger Agreement (Integra Lifesciences Holdings Corp)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”) in accordance with the DGCL, and whereupon the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.3(a)), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-wholly owned Subsidiary of Parent.
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary subsidiary of ParentParent (the “Surviving Company”).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger and as a direct, wholly owned subsidiary of Parent (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent).
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “"Surviving Corporation”) and a wholly-owned Subsidiary of Parent").
Appears in 1 contract
Samples: Merger Agreement (Clarent Corp/Ca)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Following the Effective Time, the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”) and a wholly-owned Subsidiary of Parent").
Appears in 1 contract
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the relevant provisions of the DGCL, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned Subsidiary of Parent"SURVIVING CORPORATION").
Appears in 1 contract
Samples: Merger Agreement (Act Networks Inc)
Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCLDGCL and, if applicable, the CGCL, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-wholly owned Subsidiary of Parent.
Appears in 1 contract
Samples: Merger Agreement (Autodesk Inc)