Surviving Entity; Effective Time Sample Clauses

Surviving Entity; Effective Time. (a) At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Cyberkinetics in accordance with the relevant sections of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (the “DGCL”), whereupon the separate existence of Merger Sub shall cease, and Cyberkinetics shall be the surviving corporation (“Surviving Corporation”) and shall take the name “Cyberkinetics, Inc.” (the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Sample 1
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Surviving Entity; Effective Time. 3.1.1 At the Closing, subject to the terms and conditions of this Agreement, FHP shall be merged with and into Xxxxxx in accordance with the relevant sections of the New York Business Corporation Law (the “NYBCL”) and the New Jersey Business Corporation Act (“BCA”), whereupon the separate existence FHP shall cease, and Xxxxxx shall be the surviving corporation (“Surviving Corporation”) and shall take the name “Fresh Harvest Products, Inc.” (the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute reorganization within the meaning of Section 368(a) of the Internal Revenue Code and the parties thereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368(a) of the United States Treasury Regulations.
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Surviving Entity; Effective Time. (a) At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into JDCO in accordance with the relevant sections of the Nevada Revised Statutes (the “NRS”) and the California General Corporation Law (the “CGCL”), whereupon the separate existence of Merger Sub shall cease, and JDCO shall be the surviving corporation (“Surviving Corporation”), this time to be known as the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Sample 1Sample 2
Surviving Entity; Effective Time. At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Colorep in accordance with the relevant sections of the Delaware General Corporation Law Act (the “DGCL”) and the California General Corporation Law (the “CGCL”), whereupon the separate existence of Merger Sub shall cease, and Colorep shall be the surviving corporation (“Surviving Corporation”), this time to be known as the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Simultaneously with the Closing, Certificate of Merger (the “Merger Certificate”) shall be filed with the Secretary of State of the State of Delaware in accordance with the DGCL and Articles of Merger (the “Merger Articles”) shall be filed with the Secretary of State of the State of California in accordance with the CGCL. From and after the Effective Time, Colorep shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of both Colorep and Merger Sub, as provided under the DGCL and the CGCL.
Sample 1
Surviving Entity; Effective Time. (a) At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into FIIC in accordance with the relevant sections of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (the “DGCL”), whereupon the separate existence of Merger Sub shall cease, and FIIC shall be the surviving corporation (“Surviving Corporation”) and shall take the name “FIIC, Inc.” (the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. (b) Simultaneously with the Closing, Articles of Merger (the “Merger Articles”) shall be filed with the Secretary of State of the State of Nevada in accordance with the NRS and a Certificate of Merger (the “Merger Certificate”) shall be filed with the Secretary of State of the State of Delaware in accordance with the DGCL. From and after the Effective Time, FIIC shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of both FIIC and Merger Sub, as provided under the NRS and the DGCL. 1.2
Sample 1
Surviving Entity; Effective Time. (a) At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into OnPoint in accordance with the relevant sections of the DGCL and the MBCA, whereupon the separate existence of Merger Sub shall cease, and OnPoint shall be the surviving corporation (the “Surviving Corporation”) and shall take the name “OnPoint Medical Diagnostics, Inc.” (the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Sample 1
Surviving Entity; Effective Time. (a) At the Closing, subject to the terms and conditions of this Agreement, Merger Sub shall be merged with and into Redpoint in accordance with the relevant sections of the DGCL, whereupon the separate existence of Merger Sub shall cease, and Redpoint shall be the surviving corporation (“Surviving Corporation”) and shall take the name “Redpoint Bio Corporation” (the “Effective Time”). It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code and the parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Sample 1
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Related to Surviving Entity; Effective Time

  • Surviving Entity Surviving Entity" shall mean the acquiring or resulting entity following the Change of Control.

  • Effective Time Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

  • Surviving Corporation 6 Tax...........................................................................17

  • The Surviving Corporation Section 3.01.

  • Merger Effective Time On the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, the Company, Parent and Merger Sub will (a) on the Closing Date, execute and deliver the Statutory Merger Agreement, (b) on or prior to the Closing Date, cause an application for registration of the Surviving Company (the “Merger Application”) to be executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under Section 108 of the Bermuda Companies Act and to be accompanied by the documents required by Section 108(2) of the Bermuda Companies Act and (c) cause to be included in the Merger Application a request that the Registrar issue the certificate of merger with respect to the Merger (the “Certificate of Merger”) on the Closing Date at the time of day mutually agreed upon by the Company and Parent and set forth in the Merger Application. The Merger shall become effective upon the issuance of the Certificate of Merger by the Registrar at the time and date shown on the Certificate of Merger. The Company, Parent and Merger Sub agree that they will request that the Registrar provide in the Certificate of Merger that the effective time of the Merger shall be 10:00 a.m., Bermuda time (or such other time mutually agreed upon by the Company and Parent), on the Closing Date (such time, the “Effective Time”).

  • The Merger Effective Time Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, Merger Sub and PRE will cause an application for registration of the Surviving Company (the “Merger Application”) to be prepared, executed and delivered to the Registrar of Companies in Bermuda (the “Registrar”) as provided under S.108 of the Companies Act on or prior to the Closing Date and will cause the Merger to become effective pursuant to the Companies Act. The Merger shall become effective upon the issuance of a certificate of merger (the “Certificate of Merger”) by the Registrar or such other time as the Certificate of Merger may provide. The parties agree that they will request the Registrar provide in the Certificate of Merger that the Effective Time will be 9:00 a.m., New York City time, on the Closing Date (the “Effective Time”).

  • The Merger Closing Effective Time 9 2.1 The Merger. 9 2.2 Closing. 9

  • Merger Closing The Merger shall have been consummated.

  • Bylaws of Surviving Corporation At the Effective Time, the Bylaws of Merger Sub (the “Merger Sub Bylaws”), as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

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