Common use of Merger of Merger Sub into the Company Clause in Contracts

Merger of Merger Sub into the Company. (a) Upon the terms and subject to the provisions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation"). (b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCL. The Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B and the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who were the directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Aerocentury Corp)

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Merger of Merger Sub into the Company. (a) Upon the terms and subject to the provisions set forth in this AgreementAgreement and the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation"). (b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCLDGCL. The Articles certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to conform to Exhibit B Parent and the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who were the directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Amarantus Bioscience Holdings, Inc.)

Merger of Merger Sub into the Company. (a) Upon the terms and subject to the provisions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged with and into the Company. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation"). (b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCLDGCL. The Articles certificate of Incorporation incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B and the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who were the directors and officers of Merger Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement (Acorda Therapeutics Inc)

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Merger of Merger Sub into the Company. (a) Upon the terms and subject to the provisions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, at the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation"). (b) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the CGCLACC. The Articles of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B A and the bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who were the directors and officers of Merger Xxxxxx Sub immediately prior to the Effective Time.

Appears in 1 contract

Samples: Merger Agreement

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