The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Medassets Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Parent and the Company shall cause Merger Sub shall be merged to merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (UserTesting, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into Company. Company shall be the Companysurviving corporation in the Merger, as a wholly owned subsidiary of Parent, and shall continue its corporate existence under the Laws of the State of Delaware as the Surviving Corporation. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (H&E Equipment Services, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Emerson Electric Co)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned subsidiary of the MergerParent.
Appears in 4 contracts
Samples: And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (CGEA Investor, Inc.), Agreement and Plan of Merger (BMCA Acquisition Sub Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue its corporate existence under the laws of the MergerState of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Avedro Inc), Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Sunedison, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall Inc. will be merged with and into the CompanyCompany in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the First Merger, and the separate corporate existence of Merger Sub Inc. shall thereupon cease and the Company shall be continue its existence under the laws of the State of Delaware as the surviving corporation (in such capacity, the Merger and continue Company is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation”) ), as a result wholly owned subsidiary of the MergerParent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, the Merger Sub shall be merged with and into the Company, Company in accordance with the provisions of Section 251 of the DGCL and with the effect provided in Sections 259 and 261 of the DGCL. The separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger Surviving Corporation and shall continue its corporate existence as a Delaware corporation (Subsidiary of Parent and shall continue to be governed by the “Surviving Corporation”) as a result laws of the Merger.State of Delaware. The name of the Surviving Corporation shall be "@Entertainment, Inc."
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Pan Europe Communications Nv), Agreement and Plan of Merger (Bison Acquisition Corp), Agreement and Plan of Merger (Entertainment Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, and whereupon the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Corporation under the Laws of the MergerState of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity & Guaranty Life), Agreement and Plan of Merger (Webmethods Inc), Agreement and Plan of Merger (Si International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Time Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease Company and the Company shall be the surviving corporation in the Merger and (the "Surviving Corporation") and, as such, the Company shall continue its corporate existence as a Delaware corporation (direct, wholly owned subsidiary of Parent under the “Surviving Corporation”) as a result laws of the MergerState of Delaware, and the separate corporate existence of Merger Sub thereupon shall cease.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Snocone Systems Inc), Agreement and Plan of Merger (Whos Your Daddy Inc), Agreement and Plan of Merger (Perry Ellis International Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation company in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hallwood Trust /Tx/), Agreement and Plan of Merger (Hallwood Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result wholly-owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result direct wholly owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall will be merged with and into the CompanyCompany in accordance with the provisions of the DGCL. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the laws of the State of Delaware as the surviving corporation entity and a direct, wholly owned subsidiary of Parent (in such capacity, the Merger and continue Company is sometimes referred to herein as a Delaware corporation (the “Surviving CorporationEntity”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midstates Petroleum Company, Inc.), Agreement and Plan of Merger (Amplify Energy Corp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canadian National Railway Co), Agreement and Plan of Merger (Kansas City Southern)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving CorporationCompany”) as and a result wholly owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barnes Group Inc), Agreement and Plan of Merger (Arconic Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the MBCA and the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in of the Merger and continue a wholly-owned subsidiary of Parent. The Company, as a Delaware the surviving corporation (of the Merger, is sometimes referred to herein as the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xcerra Corp), Agreement and Plan of Merger (Cohu Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease Company and the Company shall be the surviving corporation in the Merger and (the "Surviving Corporation") and, as such, the Company shall continue its corporate existence as a Delaware corporation (direct, wholly owned subsidiary of Parent under the “Surviving Corporation”) as a result laws of the MergerState of Delaware, and the separate corporate existence of Merger Sub thereupon shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”), with the Company surviving the Merger as a direct, wholly owned Subsidiary of Parent (hereinafter sometimes referred to in such capacity as the “Surviving Corporation”). The Company shall be the Surviving Corporation in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synovus Financial Corp), Agreement and Plan of Merger (FCB Financial Holdings, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with Section 259 of the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Gen Probe Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as ). As a result of the Merger, the Surviving Corporation shall become a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Merger Effective Time, Merger Sub shall be merged with and into the Company, and Time the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
The Merger. Upon At the terms and subject to the conditions set forth in this Agreement and Closing, in accordance with the DGCL, at DGCL and the Effective Timeterms and conditions of this Agreement, Merger Sub shall be merged with and into the Company. From and after the Closing, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Lock Up Agreement (Oxigene Inc), Agreement and Plan of Merger (Vaxgen Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in following the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result "). The corporate existence of the MergerCompany shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall be governed by the laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Corporation under the Laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corixa Corp), Agreement and Plan of Merger (Smithkline Beecham Corp)
The Merger. Upon At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly-owned subsidiary of Parent. The Company as the surviving corporation (after the “Merger is hereinafter sometimes referred to as the "Surviving Corporation”) as a result of the Merger."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dallas Semiconductor Corp), Agreement and Plan of Merger (Maxim Integrated Products Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”") as and will be a result wholly-owned subsidiary of Parent. The Merger shall have the Mergereffects specified in the Delaware General Corporation Law ("DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and the Agreement of Merger, and in accordance with the DGCL, at the Effective Time, Merger Acquisition Sub shall be merged with and into the CompanyCompany pursuant to the Agreement of Merger, and with the Company as the surviving corporation (in such capacity, the "Surviving Corporation"), the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall be Company, as the surviving corporation Surviving Corporation in the Merger and Merger, shall continue as a Delaware corporation (its corporate existence under the “Surviving Corporation”) as a result laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Performance Food Group Co), Agreement and Plan of Merger (Autocam International LTD)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall be will continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) under the laws of Delaware as a result wholly-owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eastman Chemical Co), Agreement and Plan of Merger (TAMINCO Corp)
The Merger. Upon At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the “Merger is hereinafter sometimes referred to as the "Surviving Corporation”) as a result of the Merger."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Mapquest Com Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its corporate existence under the name “WMS Industries Inc.” as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WMS Industries Inc /De/)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result direct wholly-owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into Seller. Seller shall continue as the Companysurviving corporation (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Ansys Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCLDGCL and the TBCA, at the Effective Time, Merger Sub shall be effected and the Company shall be merged with and into Merger Sub at the Company, and Effective Time with the separate corporate existence of the Company ceasing and Merger Sub shall thereupon cease and the Company shall be continuing as the surviving corporation in (the Merger and "Surviving Corporation"). The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware as a Delaware corporation (the “Surviving Corporation”) as a result wholly owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Southern Resources Inc), Agreement and Plan of Merger (Endeavour International Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with Section 259 of the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the General Corporation Law of the state of Delaware (the "DGCL"), at the Effective Time, Merger Sub shall be merged with with, and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease by operation of law, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Company and wholly owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.), Agreement and Plan of Merger (American Cannabis Company, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the applicable provisions of the DGCL and in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (hereinafter sometimes referred to as a Delaware corporation (the “Surviving Corporation”) as ), and shall continue under the laws of Delaware. As a result of the Merger, the Company shall become a direct, wholly-owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Superstars Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its corporate existence under the name “Power-One, Inc.” as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation wholly owned subsidiary of Parent (in such capacity, the “Surviving Corporation”) Company is sometimes referred to as a result of the Merger"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation of the Merger and as an indirect, wholly owned subsidiary of Parent. For times and periods after the Effective Time, the Company, as the surviving corporation in the Merger and continue Merger, is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Time (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and (c) the Surviving Corporation shall become a result majority owned subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Weight Watchers International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub the Company shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Merger Sub shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) and, as such, Merger Sub shall continue its corporate existence as a result direct, wholly owned subsidiary of Parent under the laws of the MergerState of Delaware, and the separate corporate existence of the Company thereupon shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in In accordance with this Agreement and in accordance with the DGCL, at the Effective Time, Time the Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of the Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and shall continue as a Delaware corporation (to be governed by the “Surviving Corporation”) as a result laws of the State of Delaware, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The Merger shall have the effects specified in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American City Business Journals Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement hereof, and in accordance with the applicable provisions of this Agreement and the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Company, as existing on and after the Effective Time, being hereinafter sometimes referred to as the "Surviving Corporation”") as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mantech International Corp)
The Merger. Upon In accordance with the DGCL and the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective TimeAgreement, Merger Sub shall be merged with and into the Company. From and after the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company, as the surviving entity in the Merger, shall continue its existence under the Laws of the State of Delaware. The Company shall be as the surviving corporation in after the Merger and continue is hereinafter sometimes referred to as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cambium Learning Group, Inc.)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company in the Merger and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be continue as the surviving corporation (sometimes referred to as the "Surviving Corporation") under the laws of the State of Delaware in the Merger Merger, and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the MergerEffective Time shall be a wholly-owned Subsidiary of Parent.
Appears in 1 contract
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in under the laws of the state of Delaware, as a wholly owned Subsidiary of Parent. The Company as the surviving corporation after the Merger and continue is hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Holdings Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in and as a wholly-owned subsidiary of Parent. The surviving corporation after the Merger and continue is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SIMPLICITY ESPORTS & GAMING Co)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the Laws of the State of Delaware as a wholly owned subsidiary of Parent, as the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adams Respiratory Therapeutics, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into NORD at the CompanyEffective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company NORD shall be the surviving corporation in the Merger and continue its existence as a Delaware corporation (wholly-owned subsidiary of PDM USA under the “Surviving Corporation”) as a result laws of the MergerState of Delaware.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at Delaware General Corporation Law (the Effective Time“ DGCL ”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined below). As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the surviving corporation in laws of the Merger and continue State of Delaware as a Delaware wholly-owned subsidiary of Parent. The Company, in its capacity as the corporation (the “Surviving Corporation”) as a result of surviving the Merger, is hereinafter sometimes referred to as the “ Surviving Corporation .”
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective TimeAgreement, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Company, as a wholly owned subsidiary of Parent, shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result ). The Merger will be effected pursuant to the provisions of, and with the effect provided in, the General Corporation Law of the MergerState of Delaware, as amended (the “DGCL”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into Seller. Seller shall continue as the Companysurviving corporation (the "Surviving Corporation") in the Merger and shall continue its corporate existence under the Laws of the State of Delaware. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clayton Holdings Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective TimeAgreement, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Company, as a wholly owned subsidiary of Parent, shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result "). The Merger will be effected pursuant to the provisions of, and with the effect provided in, the General Corporation Law of the MergerState of Delaware, as amended (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the Laws of the State of Delaware as a wholly owned indirect subsidiary of Parent, as the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. Upon the terms terms, and subject to the conditions conditions, set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Acquisition Sub shall be merged with and into the CompanyCompany at the Effective Time. From and after the Effective Time, and the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly-owned subsidiary of Parent. The Company, as the surviving corporation (after the “Merger, is hereinafter sometimes referred to as the "Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Technical Ceramics Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result subsidiary of the MergerParent with all of its rights, privileges, immunities, powers and franchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware wholly-owned subsidiary of Parent. The Company, as the surviving corporation (after the Merger, is sometimes referred to herein as the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sonicwall Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”") as and a result subsidiary of the MergerParent with all of its rights, privileges, immunities, powers and franchises.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metromedia International Group Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in and as a wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger and continue is hereinafter sometimes referred to as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Parent and the Company shall cause Merger Sub shall be merged to merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly-owned Subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result direct, wholly-owned subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berliner Communications Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its corporate existence under the surviving corporation in laws of the Merger and continue as a State of Delaware corporation (the “Surviving CorporationDelaware Law”) as the Surviving Corporation and a result wholly owned Subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the applicable provisions of the DGCL and in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (hereinafter sometimes referred to as a Delaware corporation (the “"Surviving Corporation”) as "), and shall continue under the laws of Delaware. As a result of the Merger, the Company shall become a direct, wholly-owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, DGCL at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the applicable provisions of the IBCL and the DGCL, at the Effective Time, Merger Sub each Company shall be merged with and into Merger Sub. Following the CompanyMerger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result under the Laws of the MergerState of Delaware and will continue to be a wholly-owned subsidiary of Parent, and the separate corporate existence of the Companies shall cease.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall continue under the name “MModal Inc.” as the Surviving Corporation and shall continue to be governed by the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result laws of the MergerState of Delaware.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly-owned Subsidiary of the MergerParent.
Appears in 1 contract
The Merger. Upon the terms terms, and subject to the conditions conditions, set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Acquisition Sub shall be merged with and into the CompanyCompany at the Effective Time. From and after the Effective Time, and the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly-owned subsidiary of Parent. The Company, as the surviving corporation (after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investment Technology Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, (a) at the Merger Effective Time, the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the CompanyCorporation, and with the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be Corporation as the surviving corporation in after the Merger and continue as a Delaware corporation Effective Time (the “”Surviving Corporation”) as and a result wholly owned subsidiary of Delaware Parent and (b) from and after the MergerMerger Effective Time, the Merger shall have all the effects of a merger under the DGCL and other Applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AGBA Group Holding Ltd.)
The Merger. Upon On the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. For times and periods after the Effective Time, the Company, as the surviving corporation in the Merger and continue Merger, is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub the Company shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Merger Sub shall be the surviving corporation in the Merger and (the "Surviving Corporation") and, as such, Merger Sub shall continue its corporate existence as a Delaware corporation (direct, wholly owned subsidiary of Parent under the “Surviving Corporation”) as a result laws of the MergerState of Delaware, and the separate corporate existence of the Company thereupon shall cease.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Incentra Solutions, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCLDGCL and the LLC Act, at the Effective Time, Merger Sub shall be merged the Company will merge with and into the CompanyMerger Sub, and the separate corporate existence of the Company will cease and Merger Sub shall thereupon cease and the Company shall be will continue its company existence under Delaware law as the surviving corporation company in the Merger and continue as a Delaware corporation (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pzena Investment Management, Inc.)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL, at the Effective Time, ”): (i) Merger Sub shall be merged with and into the Company, and ; (ii) the separate corporate existence of Merger Sub shall thereupon cease cease; and the (iii) Company shall be the surviving corporation in and a wholly-owned subsidiary of Parent. Company, as the Merger and continue surviving entity of the Merger, is hereinafter sometimes referred to as a Delaware corporation (the “Surviving CorporationEntity”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (America Service Group Inc /De)
The Merger. Upon (a) On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged with and into the CompanyCompany in the Merger, and whereupon, the separate corporate existence of Merger Sub Subsidiary shall thereupon cease and the Company shall be the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a result direct or indirect wholly-owned subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Milacron Holdings Corp.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and an indirect wholly owned Subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCLDGCL and the DLLCA, at the Effective Time, Merger Sub shall be merged merge with and into the Company (the “Merger”). The Company shall be the surviving corporation (the “Surviving Company”) of the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”) in accordance with the terms of, and subject to the separate corporate existence of Merger Sub shall thereupon cease conditions set forth in, this Agreement and the DGCL. The Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) and shall continue its existence as a result corporation under the laws of the MergerState of Delaware, and the separate existence of Merger Sub shall cease.
Appears in 1 contract
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in and as a wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger and continue is hereinafter sometimes referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Viisage Technology Inc)
The Merger. Upon On the terms and subject to the conditions set forth in of this Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of the Company shall cease, and Merger Sub shall thereupon cease continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. For times and periods after the Company shall be Effective Time, the Merger Sub, as the surviving corporation in the Merger and continue Merger, is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
The Merger. Upon (a) At the Effective Time, and subject to and upon the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement Certificate of Merger and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in under the Merger and continue as a laws of the State of Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Advantage Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned subsidiary of the MergerParent.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be continue as the surviving corporation in the Merger and continue as a wholly owned Parent Subsidiary and shall continue to be governed by the Laws of the State of Delaware corporation (as such, the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waddell & Reed Financial Inc)
The Merger. Upon In accordance with the DGCL and the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. From and after the Closing, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
The Merger. Upon At the terms and subject to the conditions set forth in this Agreement and Effective Time, in accordance with the DGCL, at DGCL and the Effective Timeterms and conditions of this Agreement, Merger Sub shall be merged with and into the Company. From and after the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly-owned subsidiary of Parent. The Company, as the surviving corporation (after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bio Lok International Inc)
