The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Answers CORP), Agreement and Plan of Merger (Cybersource Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc), Agreement and Plan of Merger (Micro Linear Corp /Ca/)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 10 contracts
Samples: Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (Network Associates Inc), Agreement and Plan of Reorganization (Go2net Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (EnerSys)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Oplink Communications Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Quantum Corp /De/), Agreement and Plan (Seeq Technology Inc), Agreement and Plan (Lsi Logic Corp)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)
The Merger. At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (Netlogic Microsystems Inc), Agreement and Plan of Merger (Insignia Solutions PLC)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Symbol Technologies Inc), Agreement and Plan of Merger (Motorola Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION".”
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Excite Inc), Agreement and Plan (Va Linux Systems Inc), Agreement and Plan of Reorganization (Healtheon Corp)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
The Merger. At the Effective Time and subject Subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware General Corporation Law (“Delaware Law”), Merger Sub shall will be merged with and into Company at the Company (Effective Time. From and after the “Merger”)Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.), Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.)
The Merger. At Upon the Effective Time terms and subject to the conditions hereof, (a) at the Effective Time, the separate existence of Merger Sub shall cease and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and ) (the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”) and (b) from and after the Effective Time, the Merger shall have all the effects of a merger under the laws of the State of Delaware and other applicable law.”
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Zillow Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of contained in this Agreement and in accordance with applicable Laws, the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Management Company (the “Merger”), whereby the separate corporate existence of the Merger Sub shall cease cease, and the Management Company shall continue its existence under Delaware law as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is entity (hereinafter sometimes referred to as the “Surviving CorporationEntity”).”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.), Agreement and Plan of Merger (Rexford Industrial Realty, Inc.)
The Merger. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Merger (Vantagemed Corp), Agreement and Plan of Reorganization
The Merger. At the Effective Time (as defined in Section 1.2) and ---------- subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (Infospace Inc), Agreement and Plan of Reorganization (Novell Inc)
The Merger. At Upon the Effective Time terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub Surviving Corporation shall cease and the Company shall continue as the surviving corporation and as be a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/), Agreement and Plan of Merger (Anesiva, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”" 1.2
Appears in 4 contracts
Samples: Agreement and Plan Of (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions in accordance with Section 251 of Delaware Law, Merger Sub at the Effective Time (as defined below in Section 1.02), the Company shall be merged with and into Parent. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medical Manager Corp/New/), Agreement and Plan of Merger (Healtheon Webmd Corp), Agreement and Plan of Merger (Careinsite Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pegasystems Inc), Agreement and Plan of Merger (Compuware Corp), Agreement and Plan of Merger (Compuware Corp)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms and conditions of this Agreement and Delaware Corporation Law, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement of Merger (Inferx Corp), Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement and Plan of Reorganization (Inferx Corp)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation Surviving Corporation and as a wholly owned subsidiary of Parent. The surviving corporation Company, as the Surviving Corporation after the Merger Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (US Oncology Holdings, Inc.), Agreement and Plan of Merger (PMC Sierra Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into Company in accordance with the Company Delaware General Corporation Law (the “Merger”"Delaware Law"), whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Best Buy Co Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions provisions of this Agreement and the applicable provisions of Delaware Lawlaw, Merger Acquisition Sub shall will be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Acquisition Sub shall cease cease, and the Company shall continue as the surviving corporation and (the “Merger”). Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall, by virtue of the Merger, continue its existence under the laws of the State of Delaware.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC), Agreement and Plan of Merger (Artio Global Investors Inc.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this ---------- Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)
The Merger. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware LawTime, Merger Sub shall be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “Merger”"DELAWARE LAW"), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation (the "SURVIVING CORPORATION"), shall continue its existence under Delaware Law and as shall be a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Securicor International LTD), Agreement and Plan of Merger (Intek Global Corp), Agreement and Plan of Merger (Intek Global Corp)
The Merger. At the Effective Time (as defined in Section 2.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes is referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Mecklermedia Corp), Agreement and Plan of Merger (Penton Media Inc)
The Merger. At (a) As soon as practicable following the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware LawAcceptance Time, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of Delaware Law and shall be effected as soon as practicable following the consummation of the Offer without a vote on the adoption of this Agreement by the stockholders of the Company.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (AdvancePierre Foods Holdings, Inc.)
The Merger. At the Effective Time (as defined in Section 1.02) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law and Nevada Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger (Network Solutions Inc /De/), Agreement and Plan of Merger (Vignette Corp)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware LawGeneral Corporation Law ("DELAWARE LAW"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Agreement and Plan of Reorganization (Russo Paul M), Agreement and Plan of Reorganization (Netscape Communications Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Standard Microsystems Corp)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub shall be merged with and into the Company (at the “Effective Time of the Merger”). Upon the Effective Time of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary Subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement Agreement, and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent(the "Merger"). The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 3 contracts
Samples: Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Sunset Brands Inc), Acquisition Agreement and Plan of Merger (Ibf Vi Guaranteed Income Fund)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as defined in Section 1.2) Merger Sub shall be merged with and into the Company (the “"Merger”"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (sometimes referred to herein as the "Surviving Corporation") and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving CorporationAcquiror.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Medco Research Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
The Merger. At (a) As soon as practicable following the Effective Time and subject to and Acceptance Time, upon the terms and subject to the conditions of set forth in this Agreement and the applicable provisions of Delaware LawAgreement, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”). The Merger shall be governed by and in accordance with Section 251(h) of Delaware Law and shall be effected as soon as practicable following the consummation of the Offer.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company in accordance with the laws of the State of Delaware and the terms of this Agreement (the “"Merger”"), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and of the Merger (the Company, as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to herein as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Molecular Evolution Inc), Agreement and Plan of Merger (Lilly Eli & Co)
The Merger. At the Effective Time Time, on the terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of the Delaware LawCode, Merger Sub shall be merged merge with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as become a wholly owned subsidiary of ParentAcquiror. The Company, as the surviving corporation after the Merger is hereinafter sometimes Merger, shall also be referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after company in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioceres Crop Solutions Corp.), Agreement and Plan of Merger (Marrone Bio Innovations Inc)
The Merger. At the Effective Time and Time, subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MeiraGTx Holdings PLC), Agreement and Plan of Merger (MeiraGTx Holdings PLC)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan (Viisage Technology Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as defined in Section 1.02) Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rare Medium Group Inc), Agreement and Plan of Merger (Motient Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions Laws of the State of Delaware (“Delaware Law”), at the Effective Time, Merger Sub shall will be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Alleghany Corp /De)
The Merger. At the Effective Time and subject to and upon the terms and conditions of (as defined in SECTION 2.3 hereof), in accordance with this Agreement and the applicable provisions General Corporation Law of the State of Delaware (the "Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The entity surviving corporation the Merger after the Merger Effective Time is hereinafter sometimes referred to hereinafter as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autoliv Inc), Agreement and Plan of Merger (Oea Inc /De/)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged merge with and into the Company. The Company (shall be the “Surviving Corporation in the Merger and shall continue its corporate existence under Delaware Law as a wholly-owned subsidiary of Parent. Upon consummation of the Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationterminate.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alderwoods Group Inc), Agreement and Plan of Merger (Service Corporation International)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and subject to the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The Company, as the surviving corporation after of the Merger Merger, is hereinafter sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Salesforce Com Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined below in Section 1.02), Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tig Holdings Inc), Agreement (Fairfax Financial Holdings LTD/ Can)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Progress Software Corp /Ma)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall by virtue of the Merger continue its existence under the laws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (eToys Direct, Inc.)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp), Agreement and Plan of Reorganization (Eagle Wireless International Inc)
The Merger. At Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time and subject to and upon (as defined below), the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub Company shall be merged with and into Merger Sub. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viacom Inc), Agreement and Plan of Merger (Viacom Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Merger Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions (as defined in Section 1.02 of this Agreement and the applicable provisions of Delaware Law, Merger Agreement) Acquiror Sub shall be merged with and into Company, with Company being the Company surviving corporation (hereinafter sometimes called "Surviving Corporation") in the “Merger”). Upon consummation of the Merger, the separate corporate existence of Merger Acquiror Sub shall cease cease, and the Company Surviving Corporation shall continue as the surviving corporation and to exist as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving CorporationDelaware corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Titan Corp)
The Merger. At Upon the terms and subject to the conditions set forth in Article VII, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, (as hereinafter defined) Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cell Pathways Inc /De), Agreement and Plan of Merger (Osi Pharmaceuticals Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “"Merger”"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD), Agreement and Plan of Reorganization (Cardiogenesis Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and hereof, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company (the “Merger”), and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after entity in the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”), shall by virtue of the Merger continue its existence under the Laws of the State of Delaware.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Labranche & Co Inc), Agreement and Plan of Merger (Cowen Group, Inc.)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and of the Merger as a wholly owned subsidiary Subsidiary of ParentParent (the "SURVIVING CORPORATION"). The surviving corporation after Upon consummation of the Merger is hereinafter sometimes referred Merger, the name of Parent shall be changed to "Ness Technologies, Inc." or such other name as shall be mutually agreed upon by the “Surviving Corporationparties.”
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation”.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kellwood Co), Agreement and Plan of Merger (Kellwood Co)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mateon Therapeutics Inc), Stockholders Agreement (Genstar Therapeutics Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary Subsidiary of Parent. The Company as the surviving corporation after of the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion-Io, Inc.), Agreement and Plan of Merger (Teradata Corp /De/)
The Merger. At (a) On the Effective Time terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub Subsidiary shall be merged with and into the Company (the “Merger”)Company, whereupon, the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary Subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)
The Merger. At the Effective Time and subject to and Time, upon the terms and subject to the conditions of set forth in this Agreement and in accordance with the applicable provisions of the BC Act and Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (the “Surviving Corporation”) and as a wholly an indirect wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FGX International Holdings LTD), Agreement and Plan of Merger (Essilor International /Fi)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (in the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parententity. The Company, as the surviving corporation after entity of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.)
The Merger. (a) At the Effective Time (as defined below), the Company shall be merged with (the "Merger") and subject to and upon the terms and conditions of this Agreement and the applicable provisions into Merger Co. in accordance with Section 251 or Section 253 of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)as applicable, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as cease, and Merger Co. shall be the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after Parent (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
The Merger. At the Effective Time and subject Subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware General Corporation Law (“Delaware Law”), Merger Sub shall will be merged with and into the Company (at the “Merger”)Effective Time. From and after the Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp)
The Merger. At the Effective Time and subject to (as defined below) and upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a direct wholly owned subsidiary of Capgemini NA and an indirect wholly owned Subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cap Gemini Sa), Agreement and Plan of Merger (Kanbay International Inc)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged merge with and into the Company. 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 cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationterminate.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Schwab Charles Corp), Agreement and Plan of Merger (Soundview Technology Group Inc)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (in the “First Step Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parententity. The Company, as the surviving corporation after entity of the Merger First Step Merger, is sometimes hereinafter sometimes referred to as the “Interim Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oclaro, Inc.), Agreement and Plan of Merger (Lumentum Holdings Inc.)
The Merger. At (a) On the Effective Time terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger Sub Subsidiary shall be merged with and into the Company (in the “Merger”), whereupon, the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (Ultratech Inc)
The Merger. At Upon the terms and subject to the conditions set forth in Article VI, and in accordance with Delaware Law, at the Effective Time and subject to and upon (as defined in Section 1.2), the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub Company shall be merged with and into Merger Sub. As a result of the Company (the “Merger”), the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation and as a wholly owned subsidiary company of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving CorporationCompany”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Pogo Producing Co)
The Merger. At the Effective Time and subject Subject to and upon in accordance with the terms and conditions of set forth in this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company Company, which shall be the surviving corporation (the “Surviving Corporation”) in the Merger”), and the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthereupon cease. The surviving corporation after name of the Surviving Corporation shall remain Cash Systems, Inc. The Merger is hereinafter sometimes referred to shall have the effects set forth in the applicable provisions of the Delaware General Corporation Law, as the amended (“Surviving CorporationDelaware Law”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cash Systems Inc), Agreement and Plan of Merger (Global Cash Access Holdings, Inc.)
The Merger. At the Effective Time Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged merge with and into Company. Company shall be the Company (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 cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationterminate.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Palmsource Inc)
The Merger. At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation.”) and a wholly-owned subsidiary of Acquiror. The name of the Surviving Corporation shall be Language Line, Inc.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Language Line Holdings, Inc.), Agreement and Plan of Merger (Language Line Costa Rica, LLC)
The Merger. At On the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, Merger at the Effective Time, Acquiror Sub shall be merged with and into the Company, with the Company being the surviving corporation (the “Surviving Corporation”) in the Merger”). Upon consummation of the Merger, the separate corporate existence of Merger Acquiror Sub shall cease cease, and the Company Surviving Corporation shall continue as the surviving corporation and to exist as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving CorporationDelaware corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Quovadx Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined in Section 1.02), Merger Parent Sub shall be merged with and into the Company (Company. As a result of the “Merger”), the separate corporate existence of Merger Parent Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentin the Merger (the "Surviving Corporation"). The surviving corporation after name of the Merger is hereinafter sometimes referred to as the “Surviving CorporationCorporation shall be Nabors Acquisition Corp. 96.”
Appears in 2 contracts
Samples: Consent and Voting Agreement (Nabors Industries Inc), Consent and Voting Agreement (Nabors Industries Inc)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged with and into the Company in accordance with the laws of the State of Delaware and the terms of this Agreement (the “Merger”), whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue be the surviving corporation of the Merger (the Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation entity after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solexa, Inc.), Agreement and Plan of Merger (Illumina Inc)
The Merger. At (a) Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms and conditions of this Agreement Business Corporation Law and the applicable provisions General Corporation Law of Delaware Lawthe State of Delaware, Merger Sub shall be merged with and into the Company (at the “Merger”)Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after in the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of set forth in this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentthe Merger. The Company, as the surviving corporation after of the Merger Merger, is sometimes hereinafter sometimes referred to as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
The Merger. At Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Delaware Law and Nevada Law, at the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law(as defined in Section 1.2), Merger Sub shall be merged Company will merge with and into the Company Acquisition Corp. (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub Company shall cease and the Company Acquisition Corp. shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter (sometimes referred to as the “Surviving Corporation”) and a wholly owned subsidiary of Buyer.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Analex Corp), Agreement and Plan of Merger (Hadron Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after (the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION").”
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Reorganization (Ligand Pharmaceuticals Inc)
The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentcorporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “"Surviving Corporation.”"
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moviefone Inc), Agreement and Plan of Merger (America Online Inc)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of set forth in this Agreement Agreement, and pursuant to the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)) with and into the Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after in the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merit Medical Systems Inc), Agreement and Plan of Merger (Quality Systems, Inc)
The Merger. At (a) On the Effective Time terms and subject to the satisfaction or, to the extent permissible under applicable Law, waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub Subsidiary shall be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CVS HEALTH Corp)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub at the Effective Time, Company shall be merged with and into the Company (the “Merger”)Merger Sub, the separate corporate existence of Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imanage Inc), Agreement and Plan of Merger (Interwoven Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Section Reference in Agreement (Autodesk Inc)
The Merger. At the Effective Time and subject to Time, and upon the terms and subject to the conditions of this Agreement and the applicable provisions of General Corporations Law of the State of Delaware (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The Company, as the surviving corporation after the Merger Merger, is hereinafter sometimes referred to hereinafter as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solta Medical Inc), Agreement and Plan of Merger (Logitech International Sa)
The Merger. At Upon the Effective Time terms and subject to and upon the terms and conditions of this ----------- Agreement and the applicable provisions of Delaware Law, at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after Parent (the Merger is hereinafter sometimes referred to as the “"Surviving Corporation").”
Appears in 2 contracts
Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement Agreement, and the applicable provisions of the General Corporation Law of the State of Delaware (“Delaware Law”), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly wholly-owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to herein as the “Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)
The Merger. At the Effective Time and subject to Time, and upon the terms and subject to the conditions of this Agreement and the applicable provisions General Corporation Law of Delaware Lawthe State of Delaware, Merger Sub the Company shall be merged with and into the Company (the “Merger”)Merger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporationcorporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc), Agreement and Plan of Merger and Reorganization (Nu Skin Enterprises Inc)
The Merger. At the Effective Time (as defined in Section 1.05) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the “Merger”"MERGER"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and corporation. Company as a wholly owned subsidiary of Parent. The the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation"SURVIVING CORPORATION.”"
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and conditions of this Agreement and Agreement, at the applicable provisions of Delaware LawEffective Time, Merger Sub shall be merged (the “Merger”) with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lydall Inc /De/), Agreement and Plan of Merger (Tribune Publishing Co)
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement and the applicable provisions of Delaware Law, the Merger Sub shall be merged with and into the Company (Company. Following the “Merger”)Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after in the Merger is hereinafter sometimes referred to as (the “Surviving Corporation”).”
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
The Merger. At (a) Upon the Effective Time terms and subject to and upon the terms and satisfaction or waiver of the conditions of set forth in this Agreement and the applicable provisions of in accordance with Delaware Law, at the Effective Time, Merger Sub Subsidiary One shall be merged with and into the Company (the “Merger”)in accordance with Delaware Law, whereupon the separate corporate existence of Merger Sub Subsidiary One shall cease cease, and the Company shall continue be the surviving corporation. The Company, as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger First Step Merger, is hereinafter sometimes referred to herein as the “Interim Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Intellon Corp)
The Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Delaware General Corporation Law ("Delaware Law"), Merger Sub shall be merged with and into the Company (the “Merger”)Company, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger is hereinafter sometimes referred to hereinafter as the “"Surviving Corporation.”"
Appears in 1 contract
The Merger. At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement hereof and in accordance with the applicable provisions of Delaware Law, Merger Sub shall will be merged with and into the Company (the “Merger”)Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parentin the Merger (the "SURVIVING CORPORATION"). The surviving corporation after the Company and Merger is Sub are sometimes hereinafter sometimes referred to collectively as the “Surviving Corporation"CONSTITUENT CORPORATIONS.”"
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foundation Health Systems Inc)
