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Common use of Surviving Corporation Clause in Contracts

Surviving Corporation. At the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall become a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 5 contracts

Samples: Merger Agreement (Medicines Co /De), Merger Agreement (Goldfield Corp), Merger Agreement (Goldfield Corp)

Surviving Corporation. At the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall become a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 4 contracts

Samples: Merger Agreement (SecureWorks Corp), Merger Agreement (SOC Telemed, Inc.), Merger Agreement (Qad Inc)

Surviving Corporation. At the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall become a wholly wholly-owned Subsidiary of Parent, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 3 contracts

Samples: Merger Agreement (Gurnet Holding Co), Merger Agreement (Corium International, Inc.), Merger Agreement (Bioverativ Inc.)

Surviving Corporation. At the Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”) and shall become a wholly owned Subsidiary of ParentBRF, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (National Holdings Corp)

Surviving Corporation. At Subject to the Effective Timeterms and conditions of this Agreement, Merger Sub the Company shall be merged with and into Purchaser at the Company Effective Time (as defined in Section 1.4 below) in accordance with the DGCL, including Section 251(h) thereof, whereupon the separate existence of Merger Sub shall cease, DGCL and the Company shall be WBCL. As a result of the surviving corporation in the Merger (the “Surviving Corporation”) and shall become a wholly owned Subsidiary of ParentMerger, and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers Company shall cease and franchises, the Purchaser shall continue unaffected by as the Mergersurviving corporation (the "Surviving Corporation"). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and WBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all of the propertiesproperty, rights, privileges, immunities, powers and franchises of Purchaser and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Purchaser and the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

Appears in 1 contract

Samples: Merger Agreement (St Francis Capital Corp)