The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sorrento Networks Corp), Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Paradyne Networks Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of 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, Agreement and Plan of Merger (Genomic Health Inc), Agreement and Plan of Merger (Exact Sciences Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger SubSub and the Company shall consummate the Merger, at the Effective Time, pursuant to which Merger Sub shall be merged with and into the Company. As a result of the Merger, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”) and shall be as a wholly direct, wholly-owned subsidiary of 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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of ParentParent (the "SURVIVING CORPORATION").
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Netgravity Inc), Agreement and Plan of Merger and Reorganization (Abacus Direct Corp), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the 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 of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc), Agreement and Plan of Merger (Intuitive Surgical Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result 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-owned subsidiary of Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
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 (Red Hat Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be 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 (International Business Machines Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreementhereof, and in accordance with the DGCL, Merger Subapplicable provisions of this Agreement and the DGCL and the Limited Liability Company Act, at the Effective Time, the Company shall be merged with and into the CompanyMerger Sub. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of entity in the Merger (as a wholly owned Subsidiary of Parent. Merger Sub as the surviving entity after the Merger is sometimes referred to as the “Surviving CorporationEntity.”) and shall be a wholly owned subsidiary of Parent.
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 (Baker Hughes Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the 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 of the Merger (together with its successors, the “"Surviving Corporation”") and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 4 contracts
Samples: Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Agreement and Plan of Merger (Dgse Companies Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be 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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Company shall be merged with and into Merger Sub at the CompanyEffective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation of the Merger (the “"Surviving Corporation”) and "), shall be become a direct, wholly owned subsidiary of ParentParent and shall succeed to and assume all of the rights and obligations of the Company in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Golden State Bancorp Inc), Agreement and Plan of Merger (Mafco Holdings Inc), Agreement and Plan of Merger (Ford Gerald J)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver conditions of the conditions 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 MergerCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of entity in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) Entity"). The Merger shall have the effects specified herein and shall be a wholly owned subsidiary in the General Corporation Law of Parentthe State of Delaware (the "DGCL").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (R&b Falcon Corp), Agreement and Plan of Merger (Cliffs Drilling Co)
The Merger. Upon the terms and subject to the satisfaction or waiver waiver, if permissible, of the conditions set forth in this Agreementhereof, and in accordance with the DGCL, Merger Sub, at the Effective Time, Mergerco shall be merged with and into the Company. As a result Upon the effectiveness of the Merger, the separate corporate existence of Merger Sub Mergerco shall 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentDGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (American Real Estate Partners L P)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of Company (the “Merger”), the separate corporate existence of Merger the Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) company and shall be as a 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 4 contracts
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (PMC Sierra Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary "). 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 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 (Illinois Tool Works Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreementhereof, and in accordance with the applicable provisions of this Agreement and the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Target Logistics Inc), Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Kerr McGee Corp /De)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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 will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly wholly-owned subsidiary 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 the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the 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 of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
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 set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, the Merger Sub shall be merged with and into Company, with the Company surviving the Merger (the Company, as the surviving company in the Merger, sometimes being referred to herein as the “Surviving Company”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Surviving Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary 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 (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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 Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving CorporationCompany”) and shall be 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 At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the 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 a wholly-owned subsidiary of Parent. The Company, as the Merger (surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
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 (a) At the terms Effective Time, Merger Sub shall merge (the “Merger”) with and subject to satisfaction or waiver of into the conditions set forth in this Agreement, and Company in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Mergerwhereupon, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, the Company shall be merged with and into the CompanyParent. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Consent and Support Agreement (Marquee Holdings Inc.), Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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 Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary 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 set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the 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 of Surviving Corporation after the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of 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 satisfaction or waiver of the conditions 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, 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 the Merger Parent (sometimes referred to, in such capacity, as the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Knova Software, Inc.), Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Jamdat Mobile Inc)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver of all of ---------- the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, the Company shall be merged merge with and into Merger Sub. Following the Company. As a result of the MergerEffective Time, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of (sometimes referred to as the "Surviving Corporation") in the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of the 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 (a) At the terms Effective Time, Merger Sub will merge with and subject to satisfaction or waiver of into the conditions set forth in this Agreement, and Company (the “Merger”) in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub shall cease will cease, and the Company shall continue as will be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp), Agreement and Plan of Merger (PGT Innovations, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of ParentParent (the "Surviving Corporation").
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of 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 an indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Welbilt, Inc.), Agreement and Plan of Merger (Middleby Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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, and thereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paramount Gold Nevada Corp.), Agreement and Plan of Merger (Coeur Mining, Inc.), Agreement and Plan of Merger (Paramount Gold & Silver Corp.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the CompanyXxx. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company Xxx shall continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Canadian LP (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentParent 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 set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Merger (Jekogian Iii Nickolas W)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merisel Inc /De/), Agreement and Plan of Merger (Memry Corp), Agreement and Plan of Merger (American Capital Strategies LTD)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the CompanyCompany (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wyndham Hotels & Resorts, Inc.), Agreement and Plan of Merger (La Quinta Holdings Inc.), Agreement and Plan of Merger (Wyndham Worldwide Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of after the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (Tween Brands, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), 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 will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary 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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Upon the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly-owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable law, as soon as practicable following completion of the Offer, Merger Sub, at the Effective Time, 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.cease,
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 satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger (Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger (Fusion-Io, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger SubCGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), and as a result thereof the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”). 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 of the Merger (the “Surviving Corporation”) and shall be become a wholly wholly-owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keysight Technologies, Inc.), Agreement and Plan of Merger (Ixia)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions 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 and will cease, 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 (Merger, sometimes being referred to herein as the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will, subject to the Restructuring Transactions, be a wholly 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 Subject to the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, the Company shall be merged with and into Merger Sub in accordance with the Company. As a result provisions of Section 251 of the Merger, DGCL and with the effect provided in the DGCL. The separate corporate existence of the Company shall thereupon cease, and Merger Sub shall cease and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION") and shall continue its corporate existence as a Subsidiary of Parent and shall continue to be a wholly owned subsidiary governed by the laws of Parentthe State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delta Beverage Group Inc), Agreement and Plan of Merger (Whitman Corp/New/)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, as soon as practicable following completion of the Offer, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of ParentParent (the "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 set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, Sub will merge with and into the Company at the Effective Time, shall be merged with and into the Company. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue as the surviving corporation Surviving Company and as a wholly-owned Subsidiary of Parent; provided, that notwithstanding the Merger, the Company will not be included within the meaning of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary term Parent Parties for purposes of Parentthis 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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Company shall be merged with and into the CompanyMerger Sub. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Health Group Corp), Agreement and Plan of Merger (Coventry Health Care Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a ). At the election of Parent, any wholly owned subsidiary direct or indirect Subsidiary of ParentParent 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 (Click Commerce Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in this Agreement, 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 Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Kimberly Clark Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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 By virtue of the Merger, at the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and as a wholly-owned Subsidiary of Parent. The Merger shall be a wholly owned subsidiary of Parentgoverned by and effected under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Arts Inc.), Agreement and Plan of Merger (Glu Mobile Inc)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions 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 Company in accordance with the applicable provisions of the MergerDGCL, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly wholly-owned subsidiary 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. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the Company. As a result of Company in accordance with the MergerDGCL and the DLLCA, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation as a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result 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-owned subsidiary of the Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
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 satisfaction or waiver of the conditions 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 , whereupon the separate existence of Merger Sub will cease, with the Company surviving the Merger (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Merger, the separate corporate existence of Merger Sub shall cease and the Surviving Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall will be a direct, wholly owned subsidiary Subsidiary of 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 satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”) and ). The Merger shall be a wholly owned subsidiary governed by and effected pursuant to the applicable provisions of Parentthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.)
The Merger. Upon the terms of this Agreement and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, 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, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Escrow Agreement (Mgi Pharma Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. 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 (the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
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 satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time, Merger Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the DGCL, Merger Sub, at the Effective Time, shall be merged with and into the Company. As a result of the Merger, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as be the surviving corporation of the Merger (the “Surviving Corporation”) and ). The Merger shall be a wholly owned subsidiary have the effects set forth in the applicable provisions of Parentthe DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Juniper Networks Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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, 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 the Merger Parent (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge with and into the Company. As a result of 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 Company, as the surviving corporation of the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Maxlinear Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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 Company (the “Merger”), whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a 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 (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of 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 and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of 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 (Comfort Systems Usa Inc), Agreement and Plan of Merger (Tivo Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) ), and shall be become a wholly 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 the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and the CBCA, Merger Sub, at the Effective Time, shall be merged with and into the CompanyACC. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company ACC shall continue as the surviving corporation of the Merger (the “''Surviving Corporation”'') and shall be a wholly owned subsidiary of Parentthe 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 satisfaction or waiver of the conditions set forth in this Agreement, 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 Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a wholly 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 or, to the extent permitted hereunder, waiver of the conditions 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Textron Inc), Agreement and Plan of Merger (United Industrial Corp /De/)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge with and into the 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 Surviving Corporation of the Merger (Merger. The name of the “Surviving Corporation”) and Corporation shall be a wholly owned subsidiary of ParentWilmington Trust Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wilmington Trust Corp), Agreement and Plan of Merger (M&t Bank Corp)
The Merger. Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub, at the Effective Time, shall be merged Merger Sub will merge with and into the 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 of the Merger (the “Surviving Corporation”) and ). As a result of the Merger, the Surviving Corporation shall be become a direct wholly owned subsidiary Subsidiary of ParentIntermediate Holdco.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, the waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, Sub shall merge with and into the Company at the Effective Time, shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merrimac Industries Inc), Agreement and Plan of Merger (Crane Co /De/)
The Merger. Upon On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, shall Merger Sub will be merged with and into the CompanyCompany (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
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 satisfaction or waiver of the conditions set forth in of 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 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Rockwell Collins Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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 in the Merger (the “Surviving Corporation”) and shall be a wholly an indirect wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)
The Merger. (a) Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined below), Merger Subsidiary shall be merged with and into the Company. As a result Company in accordance with the requirements of the MergerDGCL, whereupon the separate corporate existence of Merger Sub Subsidiary shall cease cease, and the Company shall continue as be the surviving corporation of in the Merger (the “Surviving Corporation”) and shall ), such that following the Merger, the Surviving Corporation will be a wholly an indirect, wholly-owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Occidental Petroleum Corp /De/), Agreement and Plan of Merger (Anadarko Petroleum Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Merger Sub shall be merged merge with and into the Company. As a result The Company shall continue as the surviving corporation (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 cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parentterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clearwater Paper Corp), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
The Merger. Upon Pursuant to the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caprius Inc), Agreement and Plan of Merger (Vintage Capital Group, LLC)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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, the separate corporate existence of Merger Sub shall cease cease, and the Company shall will continue as the surviving corporation of Surviving Corporation in the Merger (the “Surviving Corporation”) and shall be a direct or indirect wholly owned subsidiary Subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, 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 Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a direct, wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xylem Inc.), Agreement and Plan of Merger (Evoqua Water Technologies Corp.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. 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 (the “Surviving Corporation”) Corporation and shall be a wholly direct wholly-owned subsidiary Subsidiary of 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 At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCLCGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly owned Subsidiary of Parent after the Merger (the “Surviving Corporation”) ). The Merger shall have the effects set forth herein and shall be a wholly owned subsidiary in the applicable provisions of Parentthe 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 satisfaction or waiver of the conditions set forth in of this Agreement, 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (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)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany (the “Merger”) at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation entity of the Merger (the DOC ID - 32901658.22 22 “Surviving CorporationEntity”) and shall be a become an indirect wholly owned subsidiary Subsidiary of Parent. The Merger shall have the 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 the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Time Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
The Merger. Section 3.1 The Merger Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable Law, as soon as practicable following completion of the Offer, Merger Sub, at the Effective Time, 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 (the “Surviving Corporation”) and shall be a wholly owned subsidiary of ParentParent (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 At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary of Parent. 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 (Entrust Inc), Agreement and Plan of Merger (Citrix Systems Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of At the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary ). 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 (CFC International Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
The Merger. Upon the terms and subject to satisfaction or written waiver of the conditions 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”) and shall be a wholly owned subsidiary of Parent").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Volt Information Sciences, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Parent (referred to herein as the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent).
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLCGCL, Merger Sub, at the Effective Time, shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be a wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
The Merger. SECTION 2.01 THE MERGER Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub, at the Effective TimeTime (as defined in Section 2.03), Merger Sub shall be merged with and into the 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 of the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary Subsidiary of Parent.Parent (the "SURVIVING CORPORATION"). The name of the Surviving Corporation shall be Xxxxxxx.xxx, Inc.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (724 Solutions Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.2) and in accordance with the DGCLCorporation Act, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and shall will be a wholly wholly-owned subsidiary of Parent. The Merger shall have the effects specified herein and in the Corporation Act.
Appears in 1 contract
The Merger. Upon At the Effective Time and upon the terms and subject to satisfaction or waiver the conditions of this Agreement and the applicable provisions of the conditions set forth in this Agreement, DGCL and in accordance with the DGCLKCL, Merger Sub, at the Effective Time, Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the company surviving corporation of in the Merger (and as a wholly-owned subsidiary of Parent. The Company as the company surviving in the Merger is sometimes referred to as the “Surviving Corporation.”) and shall be a wholly owned subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions 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 By virtue of the Merger, at the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”) and shall be as a wholly owned subsidiary Subsidiary of Parent. The Merger shall be governed by and effected under the DGCL.
Appears in 1 contract
