Merger of Merger Sub into the Company. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Company”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Company and shall thereafter be the property of the Surviving Company and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Company and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 9:00 a.m. local time on the second (2nd) business day following the day on which the last to be satisfied of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other place, time and date as Parent and the Company shall agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly filed with the Secretary of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”
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Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)
Merger of Merger Sub into the Company. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Company”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Company and shall thereafter be the property of the Surviving Company and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Company and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
(b) The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 9:00 a.m. local time on the second (2nd) business day following the day on which the last to be satisfied of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other place, time and date as Parent and the Company shall agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date.”
(c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly filed with the Secretary of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”
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Merger of Merger Sub into the Company. (a) Subject to Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this AgreementAgreement and in accordance with the DGCL, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCACompany, and the separate corporate existence of Merger Sub shall cease thereupon and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Company”) and shall continue its existence under the MBCADGCL. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all powers, property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Company and shall thereafter be the property of the Surviving Company and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Company and may be enforced against it to the same extent as if said such debts, liabilities and duties had been incurred or contracted by it.
(b) The consummation of the Merger (the “Closing”) shall take place occur at the offices of Xxxxxxx Procter LLP, Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 9:00 7:00 a.m. local Central time on the second (2nd) business day following the day on which the last to be satisfied of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied or or, to the extent permitted hereunder, waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other place, time and date as Parent and the Company shall agree in writing. The date on which the Closing occurs is hereinafter referred to as the “Closing Date”. The parties intend that the Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents and the prior physical exchange of certain other documents to be held in trust by outside counsel to the recipient party pending authorization by the delivering party (or its outside counsel) of their release at the Closing. To the extent necessary, the Closing shall be held at the offices of Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 or such other place as Parent and the Company shall agree in writing.”
(c) At or promptly following the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles Certificate of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware in such form as provided required by, and executed in accordance with, the relevant provisions of Section 251 of the MBCADGCL, and make any other filings, recordings or publications required to be made. The Merger shall become effective at the time that the Articles Certificate of Merger are is duly filed with the Secretary of State of the Commonwealth State of MassachusettsDelaware, or such later time as is agreed upon in writing by the parties hereto and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”
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Merger of Merger Sub into the Company. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDGCL, (i) Merger Sub shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAEffective Time, and the separate corporate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (with respect to all post-Closing periods, the “Surviving CompanyCorporation”) and shall continue its existence under succeed to and assume all the MBCA. The rights and obligations of Merger shall have the effects set forth Sub in accordance with this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Company and shall thereafter be the property of the Surviving Company and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Company and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL.
(b) The consummation of the Merger (the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, 000 Xxxxxxxx XxxxxXxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000, at 9:00 a.m. local time on no later than the second (2nd) business day following the day on which the last to be satisfied of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied or waived at the Closing, but subject to the satisfaction fulfillment or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other place, time and date as Parent and the Company parties hereto shall agree in writingagree. The date on which the Closing occurs is hereinafter referred to as the “Closing Date”.”
(c) At Subject to the provisions of this Agreement, contemporaneous with the Closing, Parent, Merger Sub and the Company parties hereto shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles with the Secretary of State of the State of Delaware a certificate of merger in form and substance reasonably acceptable with respect to Parent the Merger (the “Articles Certificate of Merger”), executed in accordance with the Secretary of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCADGCL and shall promptly make all other filings or recordings required under the DGCL with respect to the Merger. The Merger shall become effective at such time as the time that the Articles Certificate of Merger are is duly filed with the Secretary of State of the Commonwealth State of MassachusettsDelaware, or at such later time or date as is agreed upon by Parent and the parties hereto Company shall agree and specified specify in the Articles Certificate of Merger. The Merger (the time when at which the Merger becomes effective is hereinafter referred to as effective, the “Effective Time”).”
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