Common use of The Merger; Effective Time of the Merger Clause in Contracts

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)

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The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the Delaware General Corporation Law of the State of Delaware (the “DGCL”). At As soon as practicable after the Closing, the Parties shall cause closing of the Merger to be consummated by filing (the “Closing”), a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) shall be filed with the Office of the Secretary of State of the State of DelawareDelaware (the “Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of DelawareState, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the date and time at which the Merger becomes effective to be referred to as the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Epl Oil & Gas, Inc.), Merger Agreement (Energy Xxi (Bermuda) LTD)

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). At As soon as practicable on the Closing, Closing Date after the Parties shall cause closing of the Merger to be consummated by filing (the “Closing”), a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).

Appears in 2 contracts

Samples: Merger Agreement (Hexion Specialty Chemicals, Inc.), Merger Agreement (Huntsman International LLC)

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with the provisions of the General Corporation Law DGCL. As soon as practicable on the Closing Date after the closing of the State of Delaware Merger (the “DGCLClosing”). At the Closing, the Parties shall cause the Merger to be consummated by filing a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Image Entertainment Inc)

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The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as hereinafter defined), Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the “DGCL”). At As soon as practicable at or after the Closing, the Parties shall cause closing of the Merger to be consummated by filing (the “Closing”), a certificate of merger prepared and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of Merger (the “Effective Time”).

Appears in 1 contract

Samples: Merger Agreement (Spinnaker Exploration Co)

The Merger; Effective Time of the Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of Parent, in accordance with provisions of the General Corporation Law of the State of Delaware (the "DGCL"). At On the ClosingClosing Date (defined below), immediately after the Parties shall cause closing of the Merger to be consummated by filing (the "Closing"), a certificate of merger merger, prepared and executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger”) "), shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Office of the Secretary of State of the State of Delaware, or at such later time as shall be agreed upon by Parent and the Company shall agree and specified specify in the Certificate of Merger (the "Effective Time").

Appears in 1 contract

Samples: Merger Agreement (Range Resources Corp)

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