The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCLDGCL (including Section 251(h) thereof), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, whereupon (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (CDK Global, Inc.), Agreement and Plan of Merger (Dover Motorsports Inc), Agreement and Plan of Merger (Papa Murphy's Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and shall be a wholly owned subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Zhone Technologies Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at Merger Sub and the Effective TimeCompany shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company, whereupon following which the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger and as a direct or indirect wholly direct, wholly-owned Subsidiary subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.), Agreement and Plan of Merger (CM Life Sciences III Inc.), Agreement and Plan of Merger (CM Life Sciences II Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the CompanyMerger, whereupon 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 direct or indirect wholly owned Subsidiary subsidiary of Parent (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Abacus Direct Corp), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Southwall Technologies Inc /De/), Agreement and Plan of Merger (Solutia Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall will be merged with and into the CompanyCompany in accordance with the applicable provisions of the DGCL, whereupon the separate existence of Merger Sub shall cease, cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of entity (the Merger and a direct or indirect wholly owned Subsidiary of Parent (Company, as the surviving entity in the Merger, being sometimes referred to herein as the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a wholly owned direct subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Kroger Co)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, (i) at the Effective TimeTime (as defined below), Merger Sub Subsidiary shall be merged with and into the CompanyCompany in accordance with the requirements of the DGCL, whereupon the separate existence of Merger Sub Subsidiary shall cease, and the Company shall continue as be the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a direct, wholly-owned subsidiary of Parent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreementhereof, and in accordance with the DGCLapplicable provisions of this Agreement and the DGCL and the Limited Liability Company Act, at the Effective Time, Merger Sub the Company shall be merged with and into Merger Sub. As a result of the CompanyMerger, whereupon the separate corporate existence of the Company shall cease and Merger Sub shall cease, and the Company shall continue as the surviving corporation of entity in the Merger and as a direct or indirect wholly owned Subsidiary of Parent (Parent. Merger Sub as the surviving entity after the Merger is sometimes referred to as the “Surviving CorporationEntity.”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Halliburton Co), Agreement and Plan of Merger (Bj Services Co)
The Merger. Upon On the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DGCL, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Adgero Biopharmaceuticals Holdings, Inc.), Agreement and Plan of Merger (Corbus Pharmaceuticals Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, the Company shall be merged with and into Merger Sub at the Effective Time. Following the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation (the "Surviving Corporation"), shall become a direct, wholly owned subsidiary of Parent and shall succeed to and assume all of the Merger rights and a direct or indirect wholly owned Subsidiary obligations of Parent (the “Surviving Corporation”)Company in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Ford Gerald J)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), whereupon the separate corporate existence of Merger the Sub shall cease, and the Company shall continue as the surviving corporation of the Merger company and as a direct or indirect wholly owned Subsidiary subsidiary of Parent (Parent. The Company, as 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 (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (PMC Sierra Inc)
The Merger. Upon the terms and subject to the conditions of 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, whereupon the separate existence of Merger Sub shall cease, will cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.), Agreement and Plan of Merger (Wmih Corp.)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions 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 the 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 Parent. The surviving corporation after the Merger and a direct or indirect wholly owned Subsidiary of Parent (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Samples: Option Cancellation Agreement (Constant Contact, Inc.), Agreement and Plan of Merger (Harris Stratex Networks, Inc.), Agreement and Plan of Merger (Citrix Systems Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, the Merger Sub shall be merged with and into Company, with the Company surviving the Merger (the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation company in the Merger, sometimes being referred to herein as the “Surviving Company”). As a result of the Merger and Merger, the Surviving Company shall be a direct or indirect wholly wholly-owned Subsidiary of Parent (Parent. The Merger shall have the “Surviving Corporation”)effects provided in this Agreement and as specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, whereupon and the separate corporate existence of Merger Sub shall thereupon cease, and the . The Company shall continue be the surviving entity in the Merger (sometimes hereinafter referred to as the surviving corporation "Surviving Entity"). The Merger shall have the effects specified herein and in the General Corporation Law of the Merger and a direct or indirect wholly owned Subsidiary State of Parent Delaware (the “Surviving Corporation”"DGCL").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Transocean Sedco Forex Inc), Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (R&b Falcon Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of this Agreementhereof, 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kerr McGee Corp /De), Agreement and Plan of Merger (Target Logistics Inc), Agreement and Plan of Merger (Anadarko Petroleum Corp)
The Merger. Upon the terms and subject to the conditions of 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 CompanyCompany at the Effective Time. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Red Hat Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at (a) At the Effective Time, Merger Sub shall be merged will merge with and into the CompanyCompany (the “Merger”) in accordance with the DGCL, whereupon the separate existence of Merger Sub shall will cease, and the Company shall continue as will be the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Altair Engineering Inc.), Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (PGT Innovations, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions of this Agreementhereof, and in accordance with the DGCL, at the Effective Time, Merger Sub Mergerco shall be merged with and into the Company. Upon the effectiveness of the Merger, whereupon the separate corporate existence of Merger Sub Mergerco shall cease, cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation". The Merger shall have the effects specified in this Agreement and the applicable provisions of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Stratosphere Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this 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. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation (the "Surviving Corporation"). At the election of the Merger and a Parent, any direct or indirect wholly owned Subsidiary or other Affiliate of Parent (may be substituted for Sub as a constituent corporation in the “Surviving Corporation”)Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (Foilmark Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, whereupon (b) the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as be the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”), and (c) the Surviving Corporation shall become a wholly-owned Subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (BCTG Acquisition Corp.), Agreement and Plan of Merger (Mountain Crest Acquisition Corp II), Agreement and Plan of Merger (Rodgers Silicon Valley Acquisition Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co), Agreement and Plan of Merger (Monarch Dental Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (together with its successors, the “"Surviving Corporation”)") and as a wholly-owned subsidiary of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Agreement and Plan of Merger (Dgse Companies Inc), Escrow Agreement (Dgse Companies Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “"Surviving Corporation”").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Intuitive Surgical Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the CompanyCompany (the “Merger”). As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall will cease, and the Company shall will continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) as a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp), Agreement and Plan of Merger (La Quinta Holdings Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or an indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp), Agreement and Plan of Merger (Welbilt, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions of 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (American Capital Strategies LTD)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at (a) At the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the CompanyCompany in accordance with the DGCL, whereupon whereupon, the separate existence of Merger Sub shall cease, cease and the Company shall continue as be the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (Campbell Soup Co), Agreement and Plan of Merger (BTRS Holdings Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into Company. As a result of the CompanyMerger, whereupon 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 direct or indirect wholly owned Subsidiary subsidiary of Parent (the “"Surviving Corporation”").
Appears in 3 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this 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 (the “Merger”). At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (NightHawk Radiology Holdings Inc), Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Jamdat Mobile Inc), Agreement and Plan of Merger (Knova Software, Inc.), Agreement and Plan of Merger (Boeing Co)
The Merger. Upon the terms and subject to the conditions of 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, whereupon and thereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.)
The Merger. Upon the terms and subject Subject to the satisfaction or waiver of all of ---------- the conditions of set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub the Company shall be merged merge with and into Merger Sub. Following the CompanyEffective Time, whereupon the separate corporate existence of the Company shall cease and Merger Sub shall cease, and the Company shall continue as the surviving corporation (sometimes referred to as the "Surviving Corporation") in the Merger as a wholly-owned subsidiary of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to conditions set forth in this Agreement and the conditions applicable provisions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent (Parent. The Company, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.), Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall will be merged with and into the Company, whereupon ; (b) the separate corporate existence of Merger Sub shall will thereupon cease, ; and (c) the Company shall will continue as the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Instructure Holdings, Inc.), Agreement and Plan of Merger (Quotient Technology Inc.), Agreement and Plan of Merger (Otelco Inc.)
The Merger. Upon the terms and subject to the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary subsidiary of Parent (sometimes referred to, in such capacity, as the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SPX Technologies, Inc.), Agreement and Plan of Merger (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger (Methode Electronics Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions of this Agreement, 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger and as a direct or indirect wholly owned Subsidiary subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of 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 Parent. As a result of the CompanyMerger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall cease and Parent shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Consent and Support Agreement (Amc Entertainment Inc), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Marquee Holdings Inc.)
The Merger. Upon the terms and subject to the conditions of 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. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Miromatrix Medical Inc.), Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the corporation surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Guitar Center Inc)
The Merger. Upon the terms and subject to the conditions of 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. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (CohBar, Inc.)
The Merger. Upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DGCL, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Jekogian Iii Nickolas W), Agreement and Plan of Merger (United Rentals Inc /De)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into Xxx. Following the CompanyMerger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company Xxx shall continue as the surviving corporation of the Merger and a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent Canadian LP (the “Surviving Corporation”).
Appears in 3 contracts
Samples: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Telesat Canada), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Company shall be merged with and into Merger Sub. As a result of the CompanyMerger, whereupon the separate corporate existence of the Company shall cease and Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions 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 the 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 the Parent. The surviving corporation after the Merger and a direct or indirect wholly owned Subsidiary of Parent (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Matinas BioPharma Holdings, Inc.), Agreement and Plan of Merger (Amicus Therapeutics Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Merger Acquisition Sub shall cease, will cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”“). 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 (GameStop Corp.), Agreement and Plan of Merger (GameStop Corp.)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at as soon as practicable following completion of the Effective TimeOffer, Merger Sub shall be merged with and into the Company. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and as a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of after the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Dress Barn Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, will cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). 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 (Resource Capital Corp.), Agreement and Plan of Merger (Resource America, Inc.)
The Merger. Upon the terms and subject to the conditions of 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. By virtue of the Merger, whereupon at the Effective Time, the separate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and as a wholly-owned Subsidiary of Parent. The Merger shall be governed by and effected under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Electronic Arts Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.), Agreement and Plan of Merger (Lawson Software, Inc.)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged (the “Merger”) with and into the CompanyCompany in accordance with the DGCL, whereupon the separate existence of Merger Sub Subsidiary shall cease, cease and the Company shall continue as be the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)
The Merger. Upon At the Effective Time, subject to and upon the terms and subject to the conditions of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, whereupon (b) the separate corporate existence of Merger Sub shall cease, and (c) the Company shall continue shall, as the surviving corporation of in the Merger and Merger, continue its existence under the DGCL as a direct or indirect wholly owned Subsidiary of Parent (Parent. The Company as the surviving corporation after the Merger is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)
The Merger. Upon the terms and subject to the conditions of 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, whereupon the separate existence of Merger Sub shall will cease, and with the Company shall continue surviving the Merger (the Company, as the surviving corporation of entity in the Merger and a direct or indirect wholly owned Subsidiary of Parent (Merger, sometimes being referred to herein as the “Surviving Corporation”), such that, following the Merger, the Surviving Corporation will be a direct wholly-owned subsidiary of Parent. The Merger shall be governed by Section 251(c) of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endologix Inc /De/), Agreement and Plan of Merger (TriVascular Technologies, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of 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, whereupon the separate existence of Merger Sub shall will cease, and with the Company shall continue surviving the Merger (the Company, as the surviving corporation of entity in the Merger and Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Merger, the Surviving Company will be a direct or indirect direct, wholly owned Subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable law, at as soon as practicable following completion of the Effective TimeOffer, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).,
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the CompanyCompany in accordance with the DGCL and the DLLCA, whereupon the separate existence of Merger Sub shall cease, cease and the Company shall continue as be the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Pioneer Natural Resources Co)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of 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, whereupon the separate existence of Merger Sub shall will cease, and with the Company shall continue surviving the Merger and continuing under the name “Towers Xxxxxx & Co.” (the Company, as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (Merger, sometimes being referred to herein as the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will, subject to the Restructuring Transactions, be a wholly-owned subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Towers Watson & Co.), Agreement and Plan of Merger (Willis Group Holdings PLC)
The Merger. Upon the terms and subject to the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and as a direct or indirect wholly wholly-owned Subsidiary subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Paychex Inc)
The Merger. Upon the terms and subject to the conditions of 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. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Defense Group Inc), Agreement and Plan of Merger (Hi Shear Technology Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)
The Merger. Upon On the terms and subject to the conditions of set forth in this 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. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). At the election of Parent, any direct or indirect Subsidiary or other Affiliate of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (CFC International Inc)
The Merger. Upon the terms and subject to the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be governed by and effected pursuant to the applicable provisions of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biogen Inc.), Agreement and Plan of Merger (Reata Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this 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. Upon the Effective Time, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly wholly-owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub will merge with and into the Company at the Effective Time. Following the Merger, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, will cease and the Company shall will continue as the surviving corporation of the Merger Surviving Company and as a direct or indirect wholly wholly-owned Subsidiary of Parent; provided, that notwithstanding the Merger, the Company will not be included within the meaning of the term Parent (the “Surviving Corporation”)Parties for purposes of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Software Acquisition Group Inc. III), Agreement and Plan of Merger (Software Acquisition Group Inc.)
The Merger. Upon the terms and subject to the conditions of set forth in this 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. Following the Effective Time, whereupon the separate existence Company shall be the surviving corporation (the "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub shall cease, and in accordance with the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
The Merger. (a) Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the applicable provisions of the DGCL, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as be the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American National Group Inc), Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon 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 of the Merger and a direct or indirect wholly owned Subsidiary of Parent (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comfort Systems Usa Inc), Agreement and Plan of Merger (Tivo Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary Merger. The Company, as the surviving corporation of Parent (the Merger, is 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 (Sandisk Corp)
The Merger. Upon the terms and subject to the conditions of 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. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation company of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving CorporationCompany”)) and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allovir, Inc.), Support Agreement (Graphite Bio, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation Surviving Corporation of the Merger and a direct or indirect wholly owned Subsidiary Merger. The name of Parent (the “Surviving Corporation shall be Wilmington Trust Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Wilmington Trust Corp)
The Merger. (a) Upon the terms and subject to the conditions of 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, whereupon the separate existence of Merger Sub shall cease, cease and the Company shall continue its existence under the DGCL as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and a direct, wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tivity Health, Inc.), Agreement and Plan of Merger (Nutri System Inc /De/)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”), and become a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Connect, Inc.), Agreement and Plan of Merger (Steel Partners Holdings L.P.)
The Merger. Upon Pursuant to the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at Merger Sub and the Effective Time, Company shall consummate the Merger pursuant to which Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vintage Capital Group, LLC), Agreement and Plan of Merger (Caprius Inc)
The Merger. Upon the terms and subject to the satisfaction or, to the extent permitted by applicable Law, the waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall merge with and into the Company at the Effective Time. As a result of the Merger, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merrimac Industries Inc), Agreement and Plan of Merger (Crane Co /De/)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, (a) Merger Sub shall will be merged with and into the Company, whereupon ; (b) the separate corporate existence of Merger Sub shall will thereupon cease, ; and (c) the Company shall will continue as the surviving corporation of the Merger and as a direct or indirect wholly owned Subsidiary of Parent (Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nokia Corp), Agreement and Plan of Merger (Infinera Corp)
The Merger. Upon the terms and subject to the conditions of this 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger Surviving Corporation and a direct or indirect wholly wholly-owned Subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (EverBank Financial Corp), Acquisition Agreement and Plan of Merger (EverBank Financial Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCLDGCL and the CBCA, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into ACC. As a result of the CompanyMerger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company ACC shall continue as the surviving corporation of the Merger (the ''Surviving Corporation'') and shall be a direct or indirect wholly owned Subsidiary subsidiary of Parent (the “Surviving Corporation”)Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brazil Interactive Media, Inc.), Agreement and Plan of Merger (Brazil Interactive Media, Inc.)
The Merger. Upon the terms and subject to the conditions of 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, whereupon the separate existence of Merger Sub shall cease, and the Company shall will continue as the surviving corporation of Surviving Corporation in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub One shall be merged with and into the CompanyCompany in the First Step Merger, whereupon the separate corporate existence of Merger Sub One shall cease, thereupon cease and the Company shall continue as the surviving corporation of the First Step Merger and as a direct or indirect wholly wholly-owned Subsidiary of Parent (Parent. The Company, as the surviving corporation of the First Step Merger, is sometimes referred to herein as the “Interim Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)
The Merger. Upon the terms and subject to the conditions of 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. Following the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and as a direct, wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)
The Merger. Upon Subject to the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Parent Sub shall be merged merge with and into the CompanyCompany in accordance with Section 251 of the DGCL (the "Merger"), whereupon the separate corporate existence of Merger Parent Sub shall cease, cease and the Company shall survive and continue to exist as a corporation incorporated under the DGCL (the Company, as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (Merger, sometimes being referred to herein as the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bancorp Connecticut Inc), Shareholder Agreement (Banknorth Group Inc/Me)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (Enliven Marketing Technologies Corp)
The Merger. Upon On the terms and subject to the conditions of set forth in this 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. At the Effective Time, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). At the election of Parent, any wholly owned direct or indirect Subsidiary of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Illinois Tool Works Inc), Agreement and Plan of Merger (Click Commerce Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to the conditions 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 the 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 Parent. The surviving corporation after the Merger and a direct or indirect wholly owned Subsidiary of Parent (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Entrust Inc), Agreement and Plan of Merger (Citrix Systems Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions of 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, whereupon the separate existence of Merger Sub shall cease, and the . The Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
The Merger. Section 3.1 The Merger Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable Law, at as soon as practicable following completion of the Effective TimeOffer, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary subsidiary of Parent (the “"Surviving Corporation”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Island Inc), Agreement and Plan of Merger (Cable & Wireless PLC)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreementagreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, whereupon (b) the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and (c) the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Carbon Black, Inc.)
The Merger. Upon the terms of this Agreement and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined in Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Escrow Agreement (Mgi Pharma Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
The Merger. Upon the terms and subject to satisfaction or, to the extent permitted hereunder, waiver of the conditions of 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. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)
The Merger. Upon On the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall will be merged with and into the CompanyCompany (the “Merger”). As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Acquisition Sub shall be merged with and into the Company, whereupon the separate existence of Merger Acquisition Sub shall cease, will cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”). 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 (Geeknet, Inc), Agreement and Plan of Merger (Geeknet, Inc)
The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect indirect, wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Rockwell Collins Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective TimeCGCL, Merger Sub shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the corporation surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Keystone Automotive Industries Inc)
The Merger. Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”) at the Effective Time. Following the Effective Time, whereupon the separate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation entity of the Merger (the DOC ID - 32901658.22 22 “Surviving Entity”) and a direct or shall become an indirect wholly owned Subsidiary of Parent (Parent. The Merger shall have the “Surviving Corporation”)effects specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priority Technology Holdings, Inc.), Agreement and Plan of Merger (Priority Technology Holdings, Inc.)
The Merger. Upon On the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, whereupon and the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celator Pharmaceuticals Inc), Agreement and Plan of Merger (Jazz Pharmaceuticals PLC)
The Merger. Upon the terms and subject to the conditions of 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, whereupon the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent after the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
The Merger. Upon On the terms and subject to the conditions 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, whereupon the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”)) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carbonite Inc), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
