The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law. (d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc), Merger Agreement (Ariba Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL, at the Effective Time, Merger DGCL pursuant to which (i) Sub shall will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall will thereupon cease, and ; (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the corporate existence of the Company with all its properties, rights, privileges, immunities, powers and franchises will continue; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A the form of Annex I hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger or Sub, the bylaws of the Company Bylaws shall be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time (except that all references therein to Merger Sub such bylaws shall be automatically amended and shall become references to reflect that the name of the Surviving Corporation shall be Power Medical Interventions, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallDGCL, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch bylaws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Covidien PLC), Merger Agreement (Covidien Delaware Corp.), Merger Agreement (Power Medical Interventions, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into MailKey (the Company. As a result "MERGER") in accordance with the provisions of the MergerGeneral Corporation Law of the State of Delaware (the "DGCL") and the corporate laws of the British Virgin Islands ("BVI"), the separate corporate existence of Merger Sub shall cease, cease and the Company MailKey shall continue as the Surviving Corporation. The Merger shall have surviving corporation (the effects set forth in "SURVIVING CORPORATION") under the applicable provisions laws of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving CorporationBVI.
(b) At The Merger shall become effective upon the Effective Time, later of (i) the Company Certificate shall, subject to Section 5.08, by virtue filing and acceptance of or in connection a certificate of merger with the Merger, be amended Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER") in accordance with the provisions of Section 252 of the DGCL; and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be (ii) the filing and acceptance of a certificate of incorporation merger with the Registrar of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.International Companies
(c) At the Effective Time:
(i) MailKey shall continue its existence under the laws of the BVI as the Surviving Corporation;
(ii) the separate corporate existence of Sub shall cease;
(iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sub shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any further action on the part transfer or assignment having occurred, but subject to any existing liens or other Encumbrances thereon, and all liabilities and obligations of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references allocated to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with which shall be the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly electedprimary obligor therefor and, designated except as otherwise provided by law or qualifiedcontract, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior no other party to the Effective Time shallMerger, from and after the Effective Time, continue as the officers of other than the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.be liable therefor; and
(eiv) If at any time after the Effective Time, the Surviving Corporation Each of Sub and MailKey shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in and file or cause to be filed with the name Secretary of State of the State of Delaware the Certificate of Merger, and on behalf with the Registrar of either International Companies of the Company or BVI the BVI Certificate of Merger Sub, all with such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in amendments thereto as the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementparties hereto shall deem mutually acceptable.
Appears in 3 contracts
Sources: Merger Agreement (IElement CORP), Merger Agreement (IElement CORP), Merger Agreement (Global Diversified Acquisition Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving CorporationCorporation of the Merger and as a wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective TimeTime and, subject to the Real Estate Purchase, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger, the Real Estate Purchase and the other transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions”, and the Transactions excluding the distribution, transfer or sale of the Aruba Operations and the Insight Disposition are referred to herein as the “Acquiror Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andC hereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit D hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, continue as Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation or Gamma, as applicable, its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation or Gamma, as applicable, as a result of, or in connection with, the Merger Transactions or otherwise to carry out this AgreementAgreement and the Ancillary Agreements, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or Gamma, as applicable, or otherwise to carry out this AgreementAgreement and the Ancillary Agreements.
Appears in 3 contracts
Sources: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (Gaming & Leisure Properties, Inc.)
The Merger. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, the Company and Merger Sub will consummate the Merger in accordance with the DGCLBVI Act, such that, at the Effective Time, (i) Merger Sub shall will be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall will thereupon cease, (ii) the Company will be the successor or surviving company in the Merger and will continue to be governed by the Laws of the British Virgin Islands, (iii) the corporate existence of the Company with all its rights, privileges, immunities, powers, objects and purposes will continue and (iv) the Company will automatically assume all the rights and obligations of Merger Sub; provided, that in the event the Closing has not occurred on or prior to December 30, 2022, Parent may elect in its sole discretion to consummate the Merger in accordance with Section 1.1 of the Company Disclosure Letter (and otherwise in accordance with the steps plan attached as Schedule H to the Separation and Distribution Agreement) rather than in accordance with the provisions of this Section 1.1 and the parties hereto will cooperate and use reasonable best efforts to amend necessary documentation, obtain consents and otherwise to further consummation of the Merger in accordance with the step plan set forth on Section 1.1 of the Company shall continue Disclosure Letter. The company surviving the Merger is sometimes referred to pursuant to the BVI Act as the “Surviving Corporation. Company.” The Merger shall will have the effects set forth in the applicable provisions of the DGCLBVI Act. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers powers, objects and franchises purposes of the Company and Merger Sub shall vest will be vested in the Surviving CorporationCompany, and all claims, debts, Liabilities liabilities and duties obligations of the Company and Merger Sub shall become will be the claims, debts, Liabilities liabilities and duties obligations of the Surviving CorporationCompany.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
The Merger. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, the Company and Merger Sub will consummate the Merger in accordance with the DGCL, such that, at the Effective Time, (i) Merger Sub shall will be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall will thereupon cease, and (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware, (iii) the corporate existence of the Company with all its rights, privileges, immunities, powers, objects and purposes will continue and (iv) the Company will automatically assume all the rights and obligations of Merger Sub. The corporation surviving the Merger is sometimes referred to as the “Surviving Corporation. .” The Merger shall will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers powers, objects and franchises purposes of the Company and Merger Sub shall vest will be vested in the Surviving Corporation, and all claims, debts, Liabilities liabilities and duties obligations of the Company and Merger Sub shall become will be the claims, debts, Liabilities liabilities and duties obligations of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08will, by virtue of or in connection with the Merger, be amended and restated in its entirety to read be as set forth in Exhibit A Annex II and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.. The name of the Surviving Corporation will be “Seagen Inc.”
(c) At the Effective Time, and without any further action on the part of the Company and or Merger Sub, the bylaws of the Company Bylaws shall will be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall will be automatically amended and shall become deemed to be references to the Surviving Corporation Corporation, and, as so amended, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
The Merger. (a) Upon the terms and subject to the satisfaction or, to the extent provided herein, the waiver, of the conditions 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 Company. As a result of the Merger, the separate corporate existence of Merger Sub shall will cease, and the Company shall will continue as the surviving corporation in the Merger (the “Surviving Corporation”). The Merger shall will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall will vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall will become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08will, by virtue of or in connection with the Merger, be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law. In addition, the bylaws of Merger Sub in effect immediately prior to the Effective Time shall thereafter be the bylaws of the Surviving Corporation (other than in respect of the name of the Surviving Corporation), until thereafter amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub immediately prior to the Effective Time shallwill, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, continue as will be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determinedetermines, in its sole discretion, or shall be is advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Ch2m Hill Companies LTD), Merger Agreement (Jacobs Engineering Group Inc /De/)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 (the “Surviving Corporation”). The Merger shall be effected pursuant to the Section 251(h) of DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Offer, the Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions.”
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Mergercertificate of incorporation of the Company, be as amended and restated in its entirety to read the form attached hereto as set forth in Exhibit A andA, as so amendedshall be the certificate of incorporation of the Surviving Corporation, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.8). In addition, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the bylaws of the Company, as amended and restated in the form attached hereto as Exhibit B, shall be the bylaws of the Surviving Corporation, and such bylaws shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.8).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Care.com Inc), Merger Agreement (Iac/Interactivecorp), Merger Agreement (Iac/Interactivecorp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Time (as defined below) 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”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger5.12(b), be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as set forth in Exhibit A effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be “Zipcar, Inc.” (and excluding any provisions with respect to the incorporator or the initial directors) and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At . In addition, at the Effective Time, and without any further action on the part bylaws of the Company and Merger Subshall, the Company Bylaws shall subject to Section 5.12(b), be amended and restated in their entirety to read as identically to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the name of the Surviving Corporation as used therein shall be “Zipcar, Inc.” and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(dc) The parties shall take all actions necessary so that the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Zipcar Inc), Merger Agreement (Avis Budget Group, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. At the Effective Time, the bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (General Electric Co), Merger Agreement (Clarient, Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined herein), Merger Sub shall be merged with and into MailKey (the Company. As a result "MERGER") in accordance with the provisions of the MergerGeneral Corporation Law of the State of Delaware (the "DGCL") and the corporate laws of the British Virgin Islands ("BVI"), the separate corporate existence of Merger Sub shall cease, cease and the Company MailKey shall continue as the Surviving Corporation. The Merger shall have surviving corporation (the effects set forth in "SURVIVING CORPORATION") under the applicable provisions laws of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving CorporationBVI.
(b) At The Merger shall become effective upon the Effective Time, later of (i) the Company Certificate shall, subject to Section 5.08, by virtue filing and acceptance of or in connection a certificate of merger with the Merger, be amended Secretary of State of the State of Delaware (the "CERTIFICATE OF MERGER") in accordance with the provisions of Section 252 of the DGCL; and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be (ii) the filing and acceptance of a certificate of incorporation merger with the Registrar of International Companies of BVI (the Surviving Corporation until thereafter further amended "BVI CERTIFICATE OF MERGER"). The date and time when the Merger shall become effective is referred to herein as provided therein or by applicable Lawthe "EFFECTIVE TIME."
(c) At the Effective Time:
(i) MailKey shall continue its existence under the laws of the BVI as the Surviving Corporation;
(ii) the separate corporate existence of Sub shall cease;
(iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sub shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any further action on transfer or assignment having occurred, but subject to any existing liens or other Encumbrances thereon, and all liabilities and obligations of Sub shall be allocated to the part Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; and
(iv) Each of Sub and MailKey shall execute and deliver, and file or cause to be filed with the Secretary of State of the Company State of Delaware the Certificate of Merger, and with the Registrar of International Companies of the BVI the BVI Certificate of Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read with such amendments thereto as the bylaws parties hereto shall deem mutually acceptable.
(d) MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION.
(i) The Memorandum of Merger Sub Association of MailKey, as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws Memorandum of Association of the Surviving Corporation Company until thereafter amended as provided therein or by applicable Lawlaw.
(dii) The directors Articles of Merger Sub Association of MailKey, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors Articles of Association of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated thereafter amended as provided therein or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationby applicable law.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (IElement CORP), Merger Agreement (IElement CORP), Merger Agreement (IElement CORP)
The Merger. (a) Upon the terms and subject to the satisfaction or written waiver (where permitted by applicable Law) of the conditions set forth in this AgreementArticle VII, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The At the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate certificate of incorporation of the Surviving Corporation shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated so as to read in its entirety in the form set forth as Exhibit A hereto, until thereafter changed or amended as provided therein or by applicable Law. In addition, the bylaws of the Surviving Corporation shall be amended so as to read as in their entirety in the form set forth as Exhibit B hereto, until thereafter changed or amended as provided therein, in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, continue as shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall will thereupon cease, and ; (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the corporate existence of the Company with all its rights, privileges, powers and franchises will continue; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth be in Exhibit A the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger or Sub, the bylaws of the Company Bylaws shall be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time (except that all references therein to Merger Sub such bylaws shall be automatically amended and shall become references to reflect that the name of the Surviving Corporation shall be Adolor Corporation), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallDGCL, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch bylaws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate the Merger in accordance with the DGCL, at MBCA and the Effective Time, Merger DGCL pursuant to which (i) Sub shall will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall will thereupon cease, and ; (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Michigan; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of MBCA and the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate The articles of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, by virtue of the Merger, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated thereafter changed or qualified, amended as provided therein or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by applicable Law.
(c) The bylaws of the Surviving Corporation. The officers of Merger Sub Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as without any further action on the officers part of the Surviving CorporationCompany or Sub, each to hold office in accordance with be the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly electedthereafter changed or amended as provided by the MBCA, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementbylaws.
Appears in 3 contracts
Sources: Merger Agreement (Somanetics Corp), Merger Agreement (Covidien PLC), Merger Agreement (Somanetics Corp)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL, at the Effective Time, Merger DGCL pursuant to which (i) Sub shall will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall will thereupon cease, and ; (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the bylaws of the Company Bylaws shall be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time (except that all references therein to Merger Sub such bylaws shall be automatically amended and shall become references to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallDGCL, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch bylaws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Covidien PLC), Merger Agreement (Vnus Medical Technologies Inc), Merger Agreement (Covidien Group S.a.r.l.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Allergan Inc), Merger Agreement (MAP Pharmaceuticals, Inc.)
The Merger. (a) Subject to receiving the requisite approvals of Target Fund Shareholders and the Acquiring Fund Shareholders, and to the other terms and conditions contained herein, and in accordance with the DSTA, at the Effective Time the Target Fund shall be merged with and into the Acquiring Fund (the “Merger”), the separate existence of the Target Fund as a Delaware statutory trust and registered investment company shall cease and the Acquiring Fund shall continue as the surviving entity following the Merger. The existence of the Acquiring Fund shall continue unaffected and unimpaired by the Merger and it shall be governed by the DSTA. Each Acquiring Fund Common Share outstanding immediately prior to the Effective Time shall remain outstanding upon the Effective Time and shall be unaffected by the Merger. Each of the certificate of trust, the Declaration of Trust and the By-Laws of the Acquiring Fund shall be, respectively, the certificate of trust, the Declaration of Trust and the By-Laws of the Acquiring Fund as the entity surviving the Merger. The Trustees and officers of the Acquiring Fund shall remain the Trustees and officers of the Acquiring Fund as the entity surviving the Merger.
(b) Upon the terms and subject to the conditions set forth in of this Agreement, and on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware 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, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving CorporationDSTA. The Merger shall have become effective at such time as the effects set forth Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such subsequent date or time as the Funds shall agree and specify in the applicable provisions Certificate of Merger (the DGCL. Without limiting the generality of the foregoing and subject thereto, at the “Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law”).
(c) At the Effective Time, and without any further action on the part effect of the Company and Merger Sub, the Company Bylaws shall be amended as provided in the applicable provisions of the DSTA. Without limiting the generality of the foregoing, and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to subject thereto, at the Effective Time, except that as otherwise provided herein, all references therein to Merger Sub the property, rights, privileges, powers and franchises of the Target Fund shall be automatically amended vest in the Acquiring Fund, and all debts, liabilities, obligations, and duties of the Target Fund shall become references to the Surviving Corporation anddebts, as so amendedliabilities, shall be the bylaws obligations, and duties of the Surviving Corporation until thereafter amended as provided therein or by applicable LawAcquiring Fund.
(d) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders with respect to the taxable year ending with the Closing Date and all previous taxable years (i) all of its investment company taxable income recognized up to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), (ii) all of its net capital gain, if any, recognized up to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code recognized up to and including the Closing Date (collectively referred to as “Final Distributions”). The directors Acquiring Fund may pay amounts in respect of Merger Sub Final Distributions to the persons and entities who were Target Fund Shareholders (as of the record date fixed to determine the entitlement to the Final Distributions) after the Closing Date out of cash or other short-term liquid assets that have matured prior to the payment date of the Final Distributions and that were acquired by the Acquiring Fund as a result of the Merger, segregated for this purpose and maintained in an amount at least equal to the remaining payment obligations in respect of the Final Distributions.
(e) Pursuant to this Agreement, as soon as practicable after the Closing Date, the Acquiring Fund will issue and deliver Acquiring Fund Common Shares to the persons or entities who were Target Fund Shareholders as of immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate provisions of incorporation and bylaws this Agreement. Such delivery shall be accomplished by the opening of shareholder accounts on the share ledger records of the Surviving Corporation until Acquiring Fund in the names of and in the amounts due to such former Target Fund Shareholders based on their respective successors holdings in the Target Fund as of the Valuation Time.
(f) The Valuation Time shall have been duly elected, designated or qualifiedbe at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or until their such earlier death, resignation or removal later day and time as may be mutually agreed upon in accordance with writing by the certificate Funds (the “Valuation Time”).
(g) The Target Fund and the Acquiring Fund covenant and agree to dispose of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately certain assets prior to the Effective Time shallClosing Date, from but only if and after to the Effective Timeextent necessary, continue so that at Closing (as defined in Section 7(a) herein), when the officers Target Fund’s assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any portion of its assets if, in the reasonable judgment of the Surviving CorporationTarget Fund’s Board of Trustees or officers, each to hold office such disposition would create more than an insignificant risk that the Merger would not be treated as a “reorganization” described in accordance with the certificate of incorporation and bylaws Section 368(a) of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCode.
(eh) If at any time after the Effective TimeFor U.S. federal income tax purposes, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, parties to this Agreement intend that any deeds, bills (i) the Merger qualify as a reorganization within the meaning of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any Section 368(a) of the rightsCode, properties or assets (ii) this Agreement constitutes a plan of either reorganization within the meaning of U.S. Treasury Regulations Section 1.368-2(g), and (iii) the parties to this Agreement will each be a party to such reorganization within the meaning of Section 368(b) of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementCode.
Appears in 2 contracts
Sources: Merger Agreement (Guggenheim Strategic Opportunities Fund), Merger Agreement (Guggenheim Strategic Opportunities Fund)
The Merger. (a) Upon On the terms and subject to the satisfaction or, to the extent permissible under applicable Law, waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDelaware Law, at the Effective Time, Merger Sub Subsidiary 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 (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent.
(b) The closing of the Merger (the “Closing”) shall take place at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York, as soon as possible, but in any event no later than three (3) Business Days after the date all of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible under applicable Law, waiver by the appropriate party of those conditions at the Closing) have been satisfied or, to the extent permissible under applicable Law, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree consistent with Delaware Law (the date on which the Closing occurs, the “Closing Date”).
(c) On the Closing Date, Parent, the Company and Merger Subsidiary shall cause a certificate of merger to be duly executed and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the Merger. The Merger shall become effective at such time and date (the “Effective Time”) on which the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later time and date as may be agreed by the parties and specified in the certificate of merger).
(d) From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions this Agreement and Section 259 of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Delaware Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (CVS HEALTH Corp), Merger Agreement
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate certificate of incorporation of the Surviving Corporation shall, subject to Section 5.08, by virtue of or in connection with the MergerMerger and all other applicable action by Parent and the Surviving Corporation, be amended and restated so as to read in its entirety in the form set forth as Exhibit A hereto, until thereafter changed or amended as provided therein or by applicable Law. In addition, the bylaws of the Surviving Corporation shall be amended so as to read as in their entirety in the form set forth as Exhibit B hereto, until thereafter changed or amended as provided therein, in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Purchaser immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Interclick, Inc.), Merger Agreement (Yahoo Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLNDBCA, 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 CorporationCorporation of the Merger and as a wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the NDBCA, as and to the extent modified by the NDPTCA and shall have the effects set forth in this Agreement and the applicable provisions of the DGCLNDBCA and the NDPTCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and the other transactions contemplated by this Agreement are referred to herein as the “Transactions”. Parent and the Company agree that for U.S. federal income tax purposes the Merger shall be treated as a stock purchase, whereby Parent purchases all of the Company Shares.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the filing of the Articles of Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, articles of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andC hereto, and as so amended, amended and restated shall be the certificate articles of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit D hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, continue as Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Corporation, as applicable, as a result of, or in connection with, the Merger Transactions or otherwise to carry out this AgreementAgreement and the Ancillary Agreements, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementAgreement and the Ancillary Agreements.
Appears in 2 contracts
Sources: Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (American Railcar Industries, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLMerger Agreement and the Companies Act, at the Effective Time, Merger Sub shall the Purchaser will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall the Purchaser will cease, and the Company shall will continue as the surviving entity of the Merger (the “Surviving CorporationCompany”). The parties acknowledge and agree that (x) the Merger shall have will be effected so as to constitute a “merger” as such term is understood under the effects set forth Laws of Bermuda and (y) the Surviving Company will be deemed to be a “surviving company” in the applicable provisions accordance with Section 104H of the DGCLCompanies Act. Without limiting the generality Pursuant to Section 109(2) of the foregoing Companies Act, from and subject thereto, at after the Effective Time, all of : (i) the property, rights, privileges, immunities, powers and franchises Merger of the Company and Merger Sub shall vest the Purchaser and the vesting of their undertakings, property and liabilities in the Surviving Corporation, Company will become effective; (ii) the Surviving Company will continue to be liable for the obligations and all debts, Liabilities and duties liabilities of each of the Company and Merger Sub shall become the debtsPurchaser; (iii) any existing cause of action, Liabilities and duties of claim or liability to prosecution will be unaffected; (iv) any civil, criminal or administrative action or proceeding pending by or against the Company or the Purchaser may continue to be prosecuted by or against the Surviving Corporation.
Company; (bv) At the Effective Timea conviction against, or ruling, order or judgment in favor of or against, the Company or the Purchaser may be enforced by or against the Surviving Company; (vi) the Certificate shall, subject of Merger will be deemed to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Company; (vii) the Registrar of Companies in Bermuda (the “Registrar”) will strike the Purchaser off the register; and (viii) the cessation of the Purchaser will not be a winding up within Part XIII of the Companies Act.
(b) The Company and the Surviving Company will take all necessary action such that, at the Effective Time, the bye-laws of the Surviving Company will be amended so as to read in their entirety in the form set forth as Exhibit B hereto, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shallwill, from and after the Effective Time, be the initial directors of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws bye-laws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws bye-laws of the Surviving CorporationCompany. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, will continue as the officers of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws bye-laws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws bye-laws of the Surviving CorporationCompany.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, Company or shall be advised, Parent determines or is advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations companies or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Xyratex LTD), Merger Agreement (Seagate Technology PLC)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub (a) Purchaser shall be merged with and into the Company. As a result Company in accordance with the provisions of the Merger, the separate corporate existence of Nevada Merger Sub shall ceaseLaw, and the separate existence of Purchaser shall cease and (b) the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the NPCL. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCLNPCL and the Nevada Merger Law. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privilegespowers, immunities, powers privileges and franchises of the Company and Merger Sub Purchaser shall vest in the Company as the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the . The Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Timemay, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that take any deeds, bills of sale, instruments of conveyance, assignments, assurances or action (including executing and delivering any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, document) in the name and on behalf of either the Company or Merger Sub, Purchaser in order to carry out and effectuate the transactions contemplated by this Agreement. The Surviving Corporation shall thereafter be responsible and liable for all such deeds, bills the liabilities and obligations of sale, instruments of conveyance, assignments the Company and assurances and Purchaser. Notwithstanding anything herein to take and dothe contrary, in the name event that Parent, Purchaser or any other Subsidiary or Affiliate of Parent shall collectively own at least one Share more than ninety percent (90%) of the outstanding Shares, following the satisfaction or waiver (by the parties hereto) of the conditions set forth in Article VII, Parent and on behalf the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of each the holders of such corporations or otherwisethe Shares, all such other actions and things in accordance with NRS 92A.180 as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementpromptly as practicable.
Appears in 2 contracts
Sources: Merger Agreement (EQT Corp), Agreement and Plan of Merger (Trans Energy Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL, at the Effective Time, Merger DGCL pursuant to which (i) 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 thereupon cease, and ; (ii) the Company shall be the successor or surviving corporation in the Merger and shall continue to be governed by the laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger; and (iv) the Company shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At The Certificate of Incorporation of the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, Surviving Corporation shall be amended and restated in its entirety at the Effective Time to read as set forth in Exhibit A andthe form of Annex III, and as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part The By-Laws of the Company and Merger Sub, the Company Bylaws Surviving Corporation shall be amended and restated in their entirety at the Effective Time to read as in the bylaws form of Merger Sub as in effect immediately prior to the Effective TimeAnnex IV, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, such By-Laws shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors the DGCL, the Certificate of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Incorporation of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch By-Laws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Genzyme Corp), Merger Agreement (Bioenvision Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at At the Effective Time, Merger Sub Acquiror shall be merged with and into the Company. As a result Company in accordance with the terms and conditions of this Agreement and the MergerOBCA, at which time the separate corporate existence of Merger Sub Acquiror shall cease, cease and the Company shall continue its existence as the surviving corporation. In its capacity as the corporation surviving the Merger, this Agreement sometimes refers to the Company as the “Surviving Corporation.”
(b) As soon as practicable on or after the Closing Date, the Company will file articles of merger or other appropriate documents (the “Articles of Merger”) with the Secretary of State of the State of Oregon (the “Secretary of State”) and make all other filings or recordings required by the OBCA in connection with the Merger. The Merger shall become effective when the Articles of Merger are duly filed with and accepted by the Secretary of State, or at such later time as is agreed upon by the parties and specified in the Articles of Merger (such time as the Merger becomes effective is referred to herein as the “Effective Time”).
(c) From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCLOBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, without further act or deed, all of the property, rights, immunities, privileges, immunitiespowers, powers franchises and franchises licenses of the Company and Merger Sub Acquiror shall vest in the Surviving Corporation, Corporation and all debts, Liabilities liabilities, obligations, restrictions and duties of each of the Company and Merger Sub Acquiror shall become the debts, Liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
(bd) At The closing of the Effective TimeMerger (the “Closing”) shall be held at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other place as agreed by the Company Certificate shall, subject to Section 5.08, by virtue parties) not later than the third Business Day following the date on which all of or in connection with the Merger, be amended and restated in its entirety to read as conditions set forth in Exhibit A andArticle IX are satisfied or waived (other than those conditions to be satisfied at the Closing, as so amendedbut subject to the satisfaction or waiver thereof), shall be unless the certificate of incorporation of parties hereto agree to another date. The date upon which the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety Closing occurs is hereinafter referred to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law“Closing Date.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.”
Appears in 2 contracts
Sources: Merger Agreement (Hollywood Entertainment Corp), Merger Agreement (Movie Gallery Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLNJBCA, 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 as a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the NJBCA and shall have the effects set forth in this Agreement and the applicable provisions of the DGCLNJBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended officers and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial officers and directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated elected or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation appointed and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated to be in their entirety the form of (except with respect to read as the bylaws name of the Company) the certificate of incorporation and bylaws, respectively, of Merger Sub and as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law, but in all events subject to Section 5.9 hereof.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(d) The Merger shall be effected pursuant to, and governed by, Section 251(h) of the DGCL. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation of the Offer, without a meeting of stockholders of the Company in accordance with Section 251(h) of the DGCL.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Salix Pharmaceuticals LTD), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLFBCA, 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”). The Merger shall be effected pursuant to the FBCA and shall have the effects set forth in this Agreement and the applicable provisions of the DGCLFBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, immunities, powers powers, franchises, licenses and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, articles of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amendedamended and restated, shall be the certificate articles of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
Law (c) At the Effective Timesubject to Section 5.7). In addition, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter changed or amended as provided therein or by applicable LawLaw (subject to Section 5.7).
(dc) The At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, from and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, and (ii) the officers of the Company immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each such directors or officers to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.2), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCLWBCL, at the Effective Time, Merger pursuant to which (i) Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease, and ; (ii) the Company shall be the successor or surviving corporation in the Merger and shall continue to be governed by the laws of the State of Wisconsin; (iii) the corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger; and (iv) the Company shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCLWBCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At The Articles of Incorporation of Sub, as in effect immediately prior to the Effective TimeTime (other than the name of Sub, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, which shall be amended and restated in its entirety to read as set forth in Exhibit A and“Bone Care International, as so amendedInc.”), shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part The By-Laws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided provide therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Genzyme Corp), Merger Agreement (Bone Care International Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLNYBCL, at the Effective TimeTime (as defined in Section 2.2 hereof), Merger Sub the Company and Purchaser shall consummate a merger (the "Merger") pursuant to which (x) Purchaser shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub Purchaser shall cease, thereupon cease and (y) the Company shall continue be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation. The Merger ") and shall have continue to be governed by the effects set forth in the applicable provisions Laws of the DGCL. Without limiting State of New York.
(b) Pursuant to the generality of the foregoing and subject theretoMerger, at the Effective Time, all the Certificate of Incorporation and By-Laws of the propertyPurchaser, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws certificate of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from incorporation and after the Effective Time, be the initial directors by-laws of the Surviving Corporation, each until thereafter changed or amended as provided therein and by the NYBCL, except that the name shall be changed to hold office in accordance with "Detection Systems, Inc.".
(c) The directors of Purchaser at the certificate of incorporation and bylaws Effective Time shall be the initial directors of the Surviving Corporation until their respective successors shall have been are duly elected, designated or qualified, elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws of the Surviving Corporationby-laws. The officers of Merger Sub immediately prior to the Company at the Effective Time shall, from and after shall be the Effective Time, continue as the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been are duly elected, designated or qualified, elected and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and bylaws of the Surviving Corporationby-laws.
(ed) If at any time after The Merger shall have the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise effects specified in the Surviving Corporation its right, title or interest in, to or under any applicable provisions of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementNYBCL.
Appears in 2 contracts
Sources: Merger Agreement (Bosch Security Systems Corp), Merger Agreement (Detection Systems Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLIBCA, 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”). The At the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLIBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject articles of incorporation of Merger Sub as in effect immediately prior to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Effective Time shall be the certificate articles of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or herein or by applicable Law. In addition, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At The Parties shall take all actions necessary so that the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Nicor Inc), Merger Agreement (Agl Resources Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in 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. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, thereupon cease and the Company shall continue as the Surviving Corporationsurviving corporation of the Merger. The Merger shall have Company, as the effects set forth in the applicable provisions surviving corporation of the DGCL. Without limiting Merger, is sometimes referred to herein as the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the “Surviving Corporation.”
(b) At Upon the terms and subject to the conditions sets forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). The time and day of such filing and acceptance by the Delaware Secretary of State, or such later time and day as may be mutually agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, is referred to herein as the “Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.”
(c) At the Effective Closing (as defined below), if Merger Sub and any other Subsidiary of Parent, holds in the aggregate at least ninety percent (90%) of the issued and outstanding Company Shares following the consummation of the Offer, then each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, and without any further action on the part a meeting of the Company stockholders of the Company, in accordance with Section 253 of the DGCL and Merger Sub, upon the Company Bylaws shall be amended terms and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior subject to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws conditions of the Surviving Corporation until thereafter amended as provided therein or by applicable Lawthis Agreement.
(d) The directors Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Merger cannot be effected pursuant to Section 253 of the DGCL pursuant to Section 2.1(c), then following the consummation of the Offer, each of Parent, Merger Sub immediately prior and the Company shall take all necessary and appropriate actions to cause the Effective Time shall, from and Merger to become effective as soon as practicable after the Effective Acceptance Time, be the initial directors without a meeting of the Surviving Corporationstockholders of the Company, each to hold office in accordance with the certificate of incorporation and bylaws Section 251(h) of the Surviving Corporation until their respective successors shall have been duly electedDGCL and upon the terms and subject to the conditions of this Agreement. In furtherance, designated or qualifiedand without limiting the generality, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of foregoing, neither Parent nor Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances cause or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under permit any of the rightstheir respective Affiliates or representatives to, properties or assets of either take any action that could render Section 251(h) of the Company or Merger Sub acquired or DGCL inapplicable to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Fusion-Io, Inc.), Merger Agreement (Sandisk Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in on Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until further amended as provided therein or in accordance with the DGCL. The bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, except that all references therein to the Purchaser shall be deemed to be references to the Surviving Corporation, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Lilly Eli & Co), Merger Agreement (Imclone Systems Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation andshall take all necessary action such that, as so amended, shall be the bylaws by virtue of the Surviving Corporation until thereafter amended as provided therein Merger and without the necessity of further action by the Company or by applicable Law.
(d) The any other person, the directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by the Parent prior to the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
(e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Equity Interests of the Company, other than as expressly permitted by Section 5.1(b), shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any dividend or distribution with a record date during such period, the Merger Consideration will be equitably adjusted to reflect such change.
Appears in 2 contracts
Sources: Merger Agreement (Expedia, Inc.), Merger Agreement (Orbitz Worldwide, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall the Company will be merged with and into Merger Sub in accordance with the Companyprovisions of the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), as amended from time to time (the "Delaware Act"), and the Colorado Business Corporation Act (the "CBCA"). As a result of the Merger, the separate corporate existence of the Company shall cease and Merger Sub shall ceasecontinue its existence under the laws of the State of Delaware as the surviving company (in such capacity, Merger Sub is sometimes referred to herein as the "Surviving Company").
(b) At the Closing, the Company and Merger Sub shall cause a certificate of merger substantially in the form of Exhibit B hereto (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the Delaware Act in connection with the Merger. Additionally, at the Closing, the Company and Merger Sub shall cause a statement of merger substantially in the form of Exhibit C hereto (the "Statement of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Colorado and make all other filings or recordings required by the CBCA in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware and the Statement of Merger is duly filed with the Secretary of State of the State of Colorado or at such other time as Parent and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth agree and specify in the applicable provisions Certificate of Merger and Statement of Merger (the DGCL. Without limiting the generality of the foregoing "Effective Time").
(c) From and subject thereto, at after the Effective Time, the Surviving Company shall succeed to all of the propertyassets, rights, privileges, immunities, powers and franchises and be subject to all of the Company and Merger Sub shall vest in the Surviving CorporationLiabilities, and all debtsrestrictions, Liabilities disabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, as provided in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to this Agreement and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementDelaware Act and the CBCA.
Appears in 2 contracts
Sources: Merger Agreement (Nordhagen Arlen Dale), Merger Agreement (National Storage Affiliates Trust)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLNew York Business Corporation Law (the “NYBCL”), 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”). The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCLNYBCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Parent shall be cause the certificate of incorporation of the Surviving Corporation to be amended in its entirety to be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be changed to “CH Energy Group, Inc.”, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At , subject to Section 5.10. In addition, at the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, subject to Section 5.10.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after at the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. Parent and the Surviving Corporation shall cause up to three (3) members of the Company Board designated by the Company who are members of the Company Board as of the Closing and who are reasonably acceptable to Parent to be elected to the Board of Directors of the Surviving Corporation as of the Effective Time; provided, that at least one (1) such designee shall be the Chief Executive Officer of the Company.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Ch Energy Group Inc)
The Merger. (a) Upon At the terms Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) and subject to the conditions set forth in this Agreement, and executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to consummate the Merger. The Merger shall become effective at the time the Certificate of ▇▇▇▇▇▇ has been filed with the Delaware Secretary of State or such later time as is agreed to by the Company and Parent and stated therein (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, automatically cease and the Company shall continue its existence as a wholly owned subsidiary of Parent under the Laws of the State of Delaware. The Company, in its capacity as the corporation surviving the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation. ”.
(b) The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, immunitiespowers, powers properties and franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the obligations, Liabilities liabilities, debts and duties of the Company and Merger Sub shall become the debtsobligations, Liabilities liabilities and duties of the Surviving Corporation.
(bc) At the Effective Time, the Company Certificate shall, subject to Section 5.086.07, by virtue (i) the certificate of or incorporation of the Company in connection with effect immediately prior to the Merger, Effective Time shall be amended and restated in its entirety to read as set forth in the form of the certificate of incorporation attached to the Certificate of Merger attached hereto as Exhibit A andA, which form is expressly incorporated herein by reference, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective TimeCorporation, and without any further action on (ii) the part bylaws of the Company and Merger Sub, in effect immediately prior to the Company Bylaws Effective Time shall be amended and restated in their entirety to read as set forth in the bylaws of Merger Sub as in effect read immediately prior to the Effective Time, Time (except that all references therein to Merger Sub shall be automatically amended and shall become references to the name of the Surviving Corporation andshall be the name of the Company), and as so amended, amended shall be the bylaws of the Surviving Corporation Corporation, in each case, until thereafter amended in accordance with the DGCL and as provided therein in such certificate of incorporation or by applicable Lawbylaws.
(d) The Subject to Section 6.17, from and after the Effective Time, the Parties shall take all necessary action so that the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation and, unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationcase may be.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Doma Holdings, Inc.), Merger Agreement (Doma Holdings, Inc.)
The Merger. (a) Upon Pursuant to the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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"). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, (i) the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law and (ii) the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended directors and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from shall become the directors and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, the Company and Purchaser shall consummate the Merger Sub pursuant to which (i) Purchaser shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub Purchaser shall thereupon cease, and (ii) the Company shall be the surviving corporation in the Merger and shall continue to be governed by the DGCL, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit Annex A to this Agreement (which shall contain indemnification, contribution and exculpation provisions identical to those set forth in the Company Certificate in effect as of the date hereof) and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) , subject to the terms of this Agreement. At the Effective Time, and without any further action on the part bylaws of the Company and Merger SubCompany, as in effect immediately prior to the Company Bylaws shall Effective Time, shall, by virtue of the Merger, be amended and restated in their entirety to read as set forth in Annex B to this Agreement (which shall contain indemnification, contribution and exculpation provisions identical to those set forth in the Company’s bylaws of Merger Sub as in effect immediately prior to as of the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation date hereof) and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior , subject to the Effective Time shall, from and after the Effective Time, be the initial directors terms of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub HPBC shall be merged merge with and into BNC in accordance with Section 55-11-06 of the CompanyNorth Carolina Business Corporation Act (the “North Carolina Code”) and Section 252 of the Delaware General Corporation Law. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub HPBC (sometimes referred to as the “Merged Corporation”) shall cease, and BNC shall survive and continue to exist as a corporation incorporated under the Company North Carolina Code (BNC, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Corporation”) and shall continue as under the name “BNC Bancorp.” The Surviving Corporation. The Merger Corporation shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, possess all of the property, rights, privileges, immunities, powers and franchises franchises, as well of a public nature as of a private nature, of each of the Company Merged Corporation and Merger Sub shall vest in the Surviving Corporation; and all property, real, personal and mixed, and all debtsdebts due on whatever account, Liabilities and duties all other choses in action, and all and every other interest of or belonging to or due to each of the Company Merged Corporation and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized taken and deemed to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, transferred to and under such rights, properties or assets vested in the Surviving Corporation without further act or otherwise deed, and the title to carry out any real estate or any interest therein, vested in either of the Merged Corporation or the Surviving Corporation shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Merged Corporation and the Surviving Corporation; and any claim existing or action or proceeding, civil or criminal, pending by or against either of the Merged Corporation or the Surviving Corporation may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and any judgment rendered against either of the Merged Corporation or the Surviving Corporation may thenceforth be enforced against the Surviving Corporation; and neither the rights of creditors nor any liens upon the property of either of the Merged Corporation or the Surviving Corporation shall be impaired by the Merger. The “Effective Time” shall mean the date and time at which the Merger shall be effective upon the approval of this AgreementAgreement by the shareholders of the Merged Corporation and the filing of the articles of merger (the “Articles of Merger”) with the North Carolina Secretary of State and the certificate of merger (the “Certificate of Merger”) with the Delaware Secretary of State pursuant to Section 1.6.
Appears in 2 contracts
Sources: Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp)
The Merger. (a) Upon the terms On and subject to the terms and conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, the Merger Sub shall be merged with and into the Company (the “Merger”) in accordance with the IBCL. At the Closing, articles of merger, in the form attached hereto as Exhibit B (the “Articles of Merger”), shall be duly executed and acknowledged by the Merger Sub and the Company in accordance with the IBCL and shall be filed with the Indiana Secretary of State. The Merger shall become effective upon the filing of the Articles of Merger. The date and time when the Merger shall become effective is hereinafter referred to as the “Effective Time.”
(b) At the Effective Time, the Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of the Merger Sub shall cease, and the Company shall continue as the “Surviving Corporation. The ” under the IBCL.
(c) From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions this Agreement and in Section IC 23-1-40-6 of the DGCL. Without limiting the generality IBCL.
(d) As a result of the foregoing Merger and subject thereto, at the Effective Time, all the Articles of Incorporation of the propertyCompany, rights, privileges, immunities, powers as amended and franchises of the Company and Merger Sub shall vest restated in the Surviving Corporationform attached hereto as Exhibit C, and all debts, Liabilities and duties shall be the Articles of the Company and Merger Sub shall become the debts, Liabilities and duties Incorporation of the Surviving CorporationCorporation unless and until such Articles of Incorporation thereafter shall be duly amended in accordance with applicable law.
(be) As a result of the Merger and at the Effective Time, the Bylaws of the Company, as amended and restated in the form attached hereto as Exhibit D, shall be the Bylaws of the Surviving Corporation unless and until such bylaws thereafter shall be changed in accordance with the provisions thereof, the provisions of the Articles of Incorporation of the Surviving Corporation and applicable law.
(f) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized the directors of the Merger Sub in addition to execute ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and deliver▇▇▇▇▇▇ ▇. May, who shall be appointed in accordance with the name and on behalf of either the Company or Merger SubStockholders Agreement, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of with each of such corporations or otherwisedirectors to hold office, all such other actions subject to the applicable provisions of the IBCL and things as may be necessary or desirable to vestthe Articles of Incorporation and Bylaws of the Surviving Corporation, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in until the next annual shareholders’ meeting of the Surviving Corporation and until their respective successors shall be duly elected or otherwise appointed and qualified. At the Effective Time, the officers of the Company shall be, subject to carry out this Agreementthe applicable provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation, the officers of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Hhgregg, Inc.), Merger Agreement (HHG Distributing, LLC)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement:
(a) DWS, following its Redomestication as DWS Delaware, shall merge with and into Acquisition Subsidiary (with such merger referred to herein as the "Merger") at the Effective Time in accordance with the DGCL, at applicable provisions of Delaware Law. Following 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 DWS shall cease, and the Company Acquisition Subsidiary shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). The effects and consequences of the Merger shall have the effects be as set forth in this Agreement, the Certificate of Merger, and under the applicable provisions of the DGCLDelaware law. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub DWS shall vest in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub DWS shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At Subject to the Effective Timeterms and conditions of this Agreement, the Company Certificate shallclosing of the Transactions (the "Closing") shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, subject to Section 5.08▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, by virtue ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 10:00 a.m., local time, on the Closing Date. The "Closing Date" shall mean the date as soon as practicable following the date on which the last of or in connection with the Merger, be amended and restated in its entirety to read as conditions set forth in Exhibit A andArticle 7 is satisfied or waived (excluding conditions that, as so amendedby their terms, shall cannot be satisfied until the certificate Closing Date, but subject to the fulfillment or waiver of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Lawsuch conditions).
(c) At Subject to the terms and conditions of this Agreement, as soon as practicable following the Closing, the Parties shall, as applicable: (1) file a certificate of merger with respect to the Merger (the "Certificate of Merger") in such form as is reasonably acceptable to each Party and otherwise required by and executed in accordance with applicable Delaware Law and (2) make all other filings or recordings required under applicable Delaware Law. The Merger shall become effective at such time and date (the "Effective Time, ") which is the date and without any further action on time that the part Certificate of Merger is duly filed with the Secretary of State of the Company State of Delaware, or such other date and Merger Sub, time as DWS and IDC shall agree should be specified in the Company Bylaws shall be amended and restated in their entirety to read as the bylaws Certificate of Merger Sub and as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall may be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or permitted by applicable Delaware Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors structure of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Merger may be adjusted by mutual agreement of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior Parties based on tax advice as to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each how to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of best preserve NOLs for the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Integrated Data Corp), Merger Agreement (Datawave Systems Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, immunities, powers powers, franchises, licenses and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
Law (c) At the Effective Timesubject to Section 5.7). In addition, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter changed or amended as provided therein or by applicable LawLaw (subject to Section 5.7).
(dc) The At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, from and after the Effective Time, (i) the directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office in accordance with and (ii) the certificate of incorporation and bylaws officers of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub Company immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, continue as Time shall become the officers of the Surviving Corporation, each such directors or officers to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Usa Truck Inc), Merger Agreement (Usa Truck Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective TimeCompany, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references restated as of the Effective Time to be in the form of (except with respect to the Surviving Corporation and, name of the Company) the certificate of incorporation and bylaws of Purchaser and as so amended, amended shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable LawLaw (and subject to Section 5.16).
(dc) The directors of Merger Sub Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, chosen by the directors of the Surviving Corporation or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger SubPurchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (North American Galvanizing & Coatings Inc), Merger Agreement (Azz Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety in the form of the certificate of incorporation of Merger Sub immediately prior to read as set forth in Exhibit A andthe Effective Time (except that the certificate of incorporation of the Surviving Corporation shall provide that the name of the Surviving Corporation shall be AV Homes, Inc., the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted and such changes shall be made to comply with Section 5.8), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, subject to Section 5.8, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety as the bylaws of Merger Sub immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be take all necessary action such that the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallTime, from and after or such other individuals designated by Parent as of the Effective Time, be shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Corporation, until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after during the period between the date of this Agreement and the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise change in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either outstanding Equity Interests of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Parent shall occur as a result ofof any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or in connection withany stock dividend or stock distribution with a record date during such period, the Merger or otherwise Consideration will be equitably adjusted to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all reflect such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementchange.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Taylor Morrison Home Corp), Merger Agreement (AV Homes, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective TimeCompany, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references restated as of the Effective Time to be in the form of (except with respect to the Surviving Corporation and, name of the Company) the certificate of incorporation and bylaws of Purchaser and as so amended, amended shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable LawLaw (and subject to Section 5.8 hereof).
(dc) The directors of Merger Sub Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger SubPurchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Pulmuone Cornerstone Corp), Merger Agreement (Monterey Gourmet Foods)
The Merger. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, the Company and Merger Sub will consummate the Merger in accordance with the DGCL, such that, at the Effective Time, (i) Merger Sub shall will be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall will thereupon cease, and (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware, (iii) the corporate existence of the Company with all of its rights, privileges, powers and franchises will continue and (iv) the Company will succeed to and assume all the rights and obligations of Merger Sub. The corporation surviving the Merger is sometimes referred to as the “Surviving Corporation. .” The Merger shall will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest will be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become will be the debts, Liabilities liabilities and duties of the Surviving Corporation, including, without limitation, those liabilities set forth in Section 1.1(a) of the Company Disclosure Letter.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08will, by virtue of or in connection with the Merger, be amended and restated in its entirety to read be as set forth in Exhibit A Annex II and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.. The name of the Surviving Corporation will be Asensus Surgical, Inc.
(c) At the Effective Time, and without any further action on the part of the Company and or Merger Sub, the bylaws of the Company Bylaws shall will be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall will be automatically amended and shall become deemed to be references to the Surviving Corporation Corporation, and, as so amended, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub Company shall be merged with and into GWBI (the Company“Merger”) at the Effective Time (as hereinafter defined). As a result of Following the Merger, the separate corporate existence of Merger Sub Company shall cease, cease and the Company GWBI shall continue as the surviving corporation (the “Surviving Corporation. ”) and shall succeed to and assume all the rights and obligations of Company in accordance with the DGCL.
(b) The Merger shall have the effects set forth in the applicable provisions this Agreement and in Subchapter IX of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, the Amended and without any further action on the part Restated Certificate of the Company and Merger SubIncorporation of GWBI, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to (the Surviving Corporation and, as so amended“GWBI Certificate of Incorporation”), shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. At the Effective Time, the Bylaws of GWBI, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in the Certificate of Incorporation of the Surviving Corporation.
(d) The directors and officers of Merger Sub immediately prior to GWBI at the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with until the certificate earlier of incorporation and bylaws of the Surviving Corporation their resignation or removal or until their respective successors shall have been are duly elected, designated or elected and qualified, or until their earlier death, resignation or removal in accordance with as the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after case may be. Immediately prior to the Effective Time, the Surviving Corporation each then-current director of Company shall determine, in its sole discretion, submit to Company his or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation her written resignation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementdirector.
Appears in 2 contracts
Sources: Merger Agreement (Hf Financial Corp), Merger Agreement (Great Western Bancorp, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate certificate of incorporation of the Surviving Corporation shall, subject to Section 5.08, by virtue of or in connection with the MergerMerger and all other applicable action by Parent and the Surviving Corporation, be amended and restated so as to read in its entirety in the form set forth as Exhibit A hereto, until thereafter changed or amended as provided therein or by applicable Law. In addition, the bylaws of the Surviving Corporation shall be amended so as to read as in their entirety in the form set forth as Exhibit B hereto, until thereafter changed or amended as provided therein, in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law. Subject to Section 6.2, at the effective time of the Second Merger, the certificate of formation of the Surviving Company shall be amended to read as set forth on Exhibit C and as so amended shall be the certificate of formation of the Surviving Company in the Second Merger. In addition, at the effective time of the Second Merger, the operating agreement of the Surviving Company shall be amended to read as set forth on Exhibit D and as so amended shall be the operating agreement of the Surviving Company in the Second Merger.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Purchaser immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (PLX Technology Inc), Merger Agreement (Integrated Device Technology Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate Charter shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as Purchaser in effect immediately prior to the Effective Time, except that all references therein to Merger Sub the Purchaser shall be automatically amended and shall become deemed to be references to the Surviving Corporation andCorporation, until thereafter changed or amended as provided therein or by applicable Law. The bylaws of the Purchaser, as so amendedin effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation Corporation, except that all references therein to the Purchaser shall be deemed to be references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Abbott Laboratories)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as such term is defined in Section 3.11), a certificate of merger (the "CERTIFICATE OF MERGER") shall be duly prepared, executed and acknowledged by Sub and the Company in accordance with the DGCL, Delaware General Corporation Law and shall be filed with the Secretary of State of Delaware as provided in Section 251 of the Delaware General Corporation Law. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later time reflected in such Certificate of Merger as shall be agreed to by Parent and the Company). The date and time when the Merger shall become effective is hereinafter referred to as the "EFFECTIVE TIME."
(b) At the Effective Time, Merger 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 Company shall continue as the Surviving surviving corporation under the laws of the State of Delaware under the name of "Wang Global Corporation. The " (the "SURVIVING CORPORATION").
(c) From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions Section 259(a) of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Delaware General Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallIf, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, consider or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation its Corporation's right, title or interest in, to or under any of the rights, properties properties, privileges, franchises or assets of either of the Company or Merger Sub its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger Merger, or otherwise to carry out effect the transactions contemplated by this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the Company or Merger Subconstituent corporations of the Merger, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or and interest in, to and under such rights, properties properties, privileges, franchises or assets in the Surviving Corporation or otherwise to carry out the intent of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Wang Laboratories Inc), Merger Agreement (Wang Laboratories Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, the Company and Merger Sub shall consummate the Merger, pursuant to which (i) Merger 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 thereupon cease, and (ii) the Company shall continue as be the Surviving Corporation. The Merger shall have the effects set forth successor or surviving corporation in the applicable provisions Merger and shall continue to be governed by the Laws of the DGCL. Without limiting State of New York, and (iii) the generality separate corporate existence of the foregoing and subject thereto, at the Effective Time, Company with all of the property, its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth herein and in the applicable provisions of the Company and Merger Sub shall vest in New York Business Corporation Law (the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation“NYBCL”).
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue certificate of or in connection with incorporation of the Merger, Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be identically to the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically and such amended and restated certificate of incorporation shall become references to the certificate of incorporation of the Surviving Corporation anduntil thereafter amended in accordance with the applicable provisions of the NYBCL and such certificate of incorporation; provided, however, that at the Effective Time the certificate of incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be “Sonesta International Hotels Corporation”.
(c) The bylaws of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation Corporation, except as to the name of the Surviving Corporation, which shall be “Sonesta International Hotels Corporation” until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch bylaws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Hospitality Properties Trust), Merger Agreement (Sonesta International Hotels Corp)
The Merger. (a) Upon On the Closing Date, upon the terms and subject to the conditions set forth in of this Agreement, Parent and in accordance with the DGCL, at the Effective Time, Merger Sub shall cause Merger Sub to be merged with and into SpinCo in accordance with the Company. As a result applicable provisions of the MergerDGCL. The Merger shall become effective at the time the Certificate of M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware, or such later time as Parent and SpinCo shall agree and specify in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company SpinCo shall continue as the surviving corporation after the Merger (sometimes referred to herein as the “Surviving Corporation”). The Merger shall will have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing of, and subject theretoto, at the immediately preceding sentence, from and after the Effective Time, all of the property, rights, privileges, immunities, powers powers, franchises, licenses, and franchises authority of SpinCo and the Company and Merger Sub shall will vest in the Surviving Corporation, and all debts, Liabilities liabilities, obligations, restrictions, and duties of each of SpinCo and the Company and Merger Sub shall will become the debts, Liabilities liabilities, obligations, restrictions, and duties of the Surviving Corporation.
(b) . As a result of the Merger, SpinCo shall become a direct, wholly owned Subsidiary of Parent. References herein to “SpinCo” with respect to the period from and after the Effective Time shall be deemed to be references to the Surviving Corporation. At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue effects of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers Certificate of Merger, and directors the applicable provisions of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementDGCL.
Appears in 2 contracts
Sources: Merger Agreement (10XYZ Holdings LP), Merger Agreement (TenX Keane Acquisition)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 an indirect wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the applicable provisions of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, by virtue of the Merger and without necessity of further action by the Company or any other person, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). The bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the form of the bylaws of the Surviving Corporation as of the Effective Time, and shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, continue as shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this AgreementMerger, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementCorporation.
Appears in 2 contracts
Sources: Merger Agreement (Iteris, Inc.), Merger Agreement (Iteris, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue its corporate existence as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, shall be amended and restated to read in its entirety to read as set forth in Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or herein or by applicable Law.
(c) At . In addition, at the Effective Time, and without any further action on the part bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated to read in their entirety to read as the bylaws of Merger Sub as set forth in effect immediately prior to the Effective TimeExhibit B hereto, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with Corporation and the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time persons listed on Exhibit C shall, from and after the Effective Time, continue as be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Micronetics Inc), Merger Agreement (Mercury Computer Systems Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company as in connection with effect immediately prior to the Merger, Effective Time shall be amended and restated to read in its entirety to read as in the form of the certificate of incorporation set forth in on Exhibit A and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
Law (c) At the Effective Timesubject to Section 5.9), and without any further action on (ii) the part bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub Time shall be automatically amended and shall become references restated to read in their entirety in the Surviving Corporation form of the bylaws set forth on Exhibit B and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or and in the certificate of incorporation of the Surviving Corporation and by applicable LawLaw (subject to Section 5.9).
(dc) The directors of Merger Sub immediately prior Notwithstanding anything in this Agreement to the Effective Time shallcontrary, from if, at any time during the period between the date of this Agreement and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise change in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either outstanding Equity Interests of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Parent shall occur as a result ofof any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or in connection withany stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date during such period, the Merger or otherwise Consideration and any other similarly dependent items, as the case may be, will be equitably adjusted to carry out this Agreement, then reflect such change and provide the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf holders of each of Company Share and Company Equity Award the same economic effect as contemplated by this Agreement prior to such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementevent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (William Lyon Homes), Merger Agreement (Taylor Morrison Home Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in ---------- of this Agreement, and in accordance with the DGCL, Agreement at the Effective Time, Merger Sub the Company and the Purchaser shall consummate a merger (the "Merger") pursuant to which (a) the Purchaser shall be ------ merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub the Purchaser shall thereupon cease, and (b) the Company shall continue be the successor or surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation. The Merger ") and shall have continue to be governed by the effects set forth in the applicable provisions laws of the DGCL. Without limiting ---------------------- State of Delaware, and (c) the generality corporate existence of the foregoing and subject thereto, at the Effective Time, Company with all of the property, its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in this Section 1.4. Pursuant to the Merger, (x) the certificate of incorporation of the Company and Merger Sub (the "Certificate of Incorporation"), shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth the ----------------------------- certificate of incorporation of the Purchaser in Exhibit A effect immediately prior to the Effective Time, except that (i) Article FIRST thereof shall read as follows: "FIRST: The name of the Corporation is SUN COAST INDUSTRIES, INC." and (ii) the provisions thereof regarding indemnification of directors, officers and others shall be amended by deleting such provisions in their entirety and substituting therefor Article X of the Certificate of Incorporation of the Company, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
law and such Certificate of Incorporation and (cy) At the Effective Time, and without any further action on the part By-Laws of the Company and Merger SubPurchaser (the "By-Laws"), the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect ------- immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, time (as so amendedhereinafter defined), shall be the bylaws By-Laws of the Surviving Corporation until thereafter amended as provided therein by law, by such Certificate of Incorporation or by applicable Law.
(d) The directors such By-Laws except that the provisions thereof regarding indemnification of Merger Sub immediately prior to the Effective Time shalldirectors, from officers and after the Effective Time, others shall be the initial directors amended by deleting such provisions in their entirety and substituting therefor Article VI of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws By-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCompany.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Saffron Acquisition Corp), Merger Agreement (Sun Coast Industries Inc /De/)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 an indirect wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, continue as shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Tidelands shall be merged merge with and into United in accordance with Section ▇▇-▇▇-▇▇▇ of the CompanySouth Carolina Business Corporation Act (“SCBCA”) and Section 14-2-1101 of the Georgia Business Corporation Code (the “Georgia Code”). As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub Tidelands (sometimes referred to as the “Merged Corporation”) shall ceasecease and United shall survive and continue to exist as a corporation incorporated under the Georgia Code (United, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Corporation”) and the Company shall continue as under the Surviving Corporationname “United Community Banks, Inc.”. The Merger Surviving Corporation shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, possess all of the property, rights, privileges, immunities, powers and franchises franchises, as well of a public nature as of a private nature, of each of the Company Merged Corporation and Merger Sub shall vest in the Surviving Corporation; and all property, real, personal and mixed, and all debtsdebts due on whatever account, Liabilities and duties all other choses in action, and all and every other interest of or belonging to or due to each of the Company Merged Corporation and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized taken and deemed to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, transferred to and under such rights, properties or assets vested in the Surviving Corporation without further act or otherwise deed, and the title to carry out any real estate or any interest therein, vested in either of the Merged Corporation or the Surviving Corporation shall not revert or be in any way impaired by reason of the Merger. The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the Merged Corporation and the Surviving Corporation; and any claim existing or action or proceeding, civil or criminal, pending by or against either of the Merged Corporation or the Surviving Corporation may be prosecuted as if the Merger had not taken place, or the Surviving Corporation may be substituted in its place, and any judgment rendered against either of the Merged Corporation or the Surviving Corporation may thenceforth be enforced against the Surviving Corporation; and neither the rights of creditors nor any liens upon the property of either of the Merged Corporation or the Surviving Corporation shall be impaired by the Merger. The “Effective Time” shall mean the date and time at which the Merger shall be effective upon the approval of this AgreementAgreement by the shareholders of the Merged Corporation and the filing of the articles of merger (the “Articles of Merger”) with the Georgia Secretary of State and South Carolina Secretary of State pursuant to Section 1.4.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Tidelands Bancshares Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, MBCA 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 as a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the MBCA and shall have the effects set forth in this Agreement and the applicable provisions of the DGCLMBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, articles of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amendedamended and restated, shall be the certificate articles of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the by-laws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws by-laws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or Merger Sub or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLCICA, 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 ceasecease to exist and will be struck off the Register of Companies in the Cayman Islands, and the Company shall continue as the Surviving CorporationCompany under the Laws of the Cayman Islands and become a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the CICA and shall have the effects set forth in this Agreement and the applicable provisions of the DGCLCICA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privilegesthe property of every description including choses in action, immunitiesand the business, powers undertaking, goodwill, benefits, immunities and franchises privileges of each of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub, to all debtsmortgages, Liabilities charges or security interests and all contracts, obligations, claims, debts and liabilities and duties of each of the Company and Merger Sub shall become Sub. The Merger and other transactions contemplated by this Agreement are referred to herein as the debts, Liabilities and duties of the Surviving Corporation“Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, be amended memorandum and restated in its entirety to read as set forth in Exhibit A andarticles of association of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the certificate memorandum and articles of incorporation association of the Surviving Corporation Company until thereafter further amended in accordance with applicable Law and such memorandum and articles of association; save and except (i) all references to the name of the Surviving Company shall be amended to “Silicon Motion Technology Corporation”; (ii) all references therein to the authorized share capital of the Surviving Company shall be amended to refer to the correct authorized share capital of the Surviving Company as provided therein or approved in the Plan of Merger; (iii) such memorandum and articles of association shall include such indemnification provisions as required by applicable LawSection 5.10(a); and (iv) such other conforming changes necessary given the Merger.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallor such other individuals designated by Parent prior to the Effective Time shall become the directors of the Surviving Company, each to hold office, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate memorandum and articles of incorporation and bylaws association of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate memorandum and articles of incorporation and bylaws association of the Surviving CorporationCompany. The officers of Merger Sub the Company immediately prior to the Effective Time shall, shall continue to be the officers of the Surviving Company from and after the Effective Time holding the same officer positions and titles as with the Company immediately prior to the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate memorandum and articles of incorporation and bylaws association of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate memorandum and articles of incorporation and bylaws association of the Surviving CorporationCompany.
(ed) If If, at any time after the Effective Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, deliver all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Maxlinear Inc), Merger Agreement (Maxlinear Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLVermont Business Corporation Act, 11A V.S.A. § 1.01 et seq. (the “VBCA”), 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”). The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCLVBCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, Parent shall cause the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate articles of incorporation of the Surviving Corporation to be amended in their entirety to be identical to the articles of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be changed to “Central Vermont Public Service Corporation”, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At . In addition, at the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. Parent and the Surviving Corporation shall cause up to seven (7) members of the Company Board designated by the Company who are members of the Company Board as of the Closing and who are reasonably acceptable to Parent to be elected to the Board of Directors of the Surviving Corporation as of the Effective Time; provided, that at least one (1) such designee shall be the Chief Executive Officer of the Company.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time and in accordance with the DGCLprovisions of this Agreement and the FBCA, at the Effective Time, Merger Sub Acquiror shall be merged with and into RISCORP, which shall be the Company. As a result of surviving corporation (sometimes referred to hereinafter as the "Surviving Corporation") in the Merger, and the separate corporate existence of Merger Sub Acquiror shall cease. Subject to the provisions of this Agreement, articles of merger (the "Articles of Merger") shall be duly prepared, executed and the Company shall continue as acknowledged by RISCORP, on behalf of the Surviving Corporation, and thereafter delivered to the Secretary of State of the State of Florida for filing on the Closing Date, as required by Section 607.1105 of the FBCA. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Florida or at such time thereafter as is provided in the Articles of Merger (the "Effective Time").
(b) From and after the Effective Time, the Merger shall have all the effects set forth as provided in the applicable provisions of the DGCLFBCA. Without limiting the generality of the foregoing foregoing, and subject thereto, at by virtue of the Effective TimeMerger and in accordance with the FBCA, all of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company RISCORP and Merger Sub Acquiror shall vest in the Surviving Corporation, Corporation and all of the debts, Liabilities liabilities and duties of the Company RISCORP and Merger Sub Acquiror shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part The Articles of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws Incorporation of Merger Sub as RISCORP in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Lawin accordance with the provisions thereof and the FBCA.
(d) The directors Bylaws of Merger Sub RISCORP in effect immediately prior to the Effective Time shallshall be the Bylaws of the Surviving Corporation until altered, from amended or repealed as provided in such Bylaws, in the Articles of Incorporation of the Surviving Corporation and after in the FBCA.
(e) The officers and directors of Acquiror immediately prior to the Effective Time, Time shall be the initial officers and directors of the Surviving Corporation, in each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation case until their respective successors shall have been are duly elected, designated or elected and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Riscorp Inc), Merger Agreement (Riscorp Inc)
The Merger. (a) Upon On the Closing Date, upon the terms and subject to the conditions set forth in of this Agreement, Parent and in accordance with the DGCL, at the Effective Time, Merger Sub shall cause Merger Sub to be merged with and into SpinCo in accordance with the Company. As a result applicable provisions of the MergerDGCL. The Merger shall become effective at the time the Certificate of ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware, or such later time as Parent and SpinCo shall agree and specify in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”). At the Effective Time, the separate corporate existence of Merger Sub shall cease, and the Company SpinCo shall continue as the surviving corporation after the Merger (sometimes referred to herein as the “Surviving Corporation”). The Merger shall will have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing of, and subject theretoto, at the immediately preceding sentence, from and after the Effective Time, all of the property, rights, privileges, immunities, powers powers, franchises, licenses, and franchises authority of SpinCo and the Company and Merger Sub shall will vest in the Surviving Corporation, and all debts, Liabilities liabilities, obligations, restrictions, and duties of each of SpinCo and the Company and Merger Sub shall will become the debts, Liabilities liabilities, obligations, restrictions, and duties of the Surviving Corporation.
(b) . As a result of the Merger, SpinCo shall become a direct, wholly owned Subsidiary of Parent. References herein to “SpinCo” with respect to the period from and after the Effective Time shall be deemed to be references to the Surviving Corporation. At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue effects of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Merger shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers Certificate of Merger, and directors the applicable provisions of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this AgreementDGCL.
Appears in 2 contracts
Sources: Merger Agreement (Citius Pharmaceuticals, Inc.), Merger Agreement (Citius Pharmaceuticals, Inc.)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLNew Bank shall, at the Effective TimeTime (as defined herein), merge with and into Merger Sub, and the separate existence of New Bank shall cease. Merger Sub shall be merged with the resulting institution in the Merger and into the Companyshall continue its corporate existence. As a result of Immediately after the Merger, the separate corporate existence of Bank shall be merged into Merger Sub, and Merger Sub shall ceasewill be the Resulting Institution of the Subsequent Merger.
(b) The Merger and the Subsequent Merger will be effected pursuant to the provisions of, and with the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in effect provided in, the applicable provisions of the DGCL. Without limiting the generality rules and regulations of the foregoing and subject thereto, at the Effective Time, all offices of the property, rights, privileges, immunities, powers and franchises Comptroller of the Company Currency (the "OCC"), the Office of Thrift Supervision ("OTS") and any other applicable authority, as may be applicable (such applicable regulatory authority is hereinafter referred to as the "Bank Authority"), including the execution by Merger Sub shall vest and New Bank of articles of merger in the Surviving Corporation, form required by the Bank Authority setting forth the terms of this Agreement (the "Articles of Merger") and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection filing thereof with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable LawBank Authority.
(c) At Subject to the Effective Timeprovisions of Articles 6 and 7 hereof, the closing of the transactions contemplated hereby shall take place at such location, on such date, and without any further action at such time as TCF and Standard mutually agree, at the earliest practicable time after the expiration of all applicable waiting periods, in connection with approvals of governmental authorities and the satisfaction or waiver of all conditions to the Merger, but in no event later than ten business days after all such waiting periods have expired and all such conditions have been satisfied or waived, or on such other date as the part parties hereto may mutually agree upon. On the closing date, to effect the Merger, the parties hereto will cause the Articles of Merger to be executed and filed with the Bank Authority and the Merger shall be effective upon the filing of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws Articles of Merger Sub as in effect immediately prior to with the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office Bank Authority in accordance with the certificate of incorporation rules and bylaws regulations of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with Bank Authority (the certificate of incorporation and bylaws of the Surviving Corporation"Effective Time"). The officers of Merger Sub immediately prior to term "Effective Date" shall mean the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, day on which the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementbecomes effective.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Standard Financial Inc), Merger Agreement (TCF Financial Corp)
The Merger. (a) Upon At the Effective Time, in accordance with the Nevada Revised Statutes (the “NRS”), and upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, at which time the separate corporate existence of Merger Sub shall cease, cease and the Company shall continue survive the Merger as a direct or indirect wholly-owned subsidiary of Parent.
(b) Subject to the Surviving Corporationprovisions of this Agreement, with respect to the Merger, as soon as practicable after 10:00 a.m., Las Vegas time, on the Closing Date, Merger Sub shall file the Articles of Merger (the “Articles of Merger”) executed in accordance with, and containing such information as is required by, the relevant provisions of the NRS with the Secretary of State of the State of Nevada. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Nevada or at such other date and time as is agreed between the parties and specified in the Articles of Merger in accordance with the relevant provisions of the NRS (such date and time is hereinafter referred to as the “Effective Time”).
(c) The Merger shall generally have the effects set forth in the Section 92A.250, and any other applicable provisions provisions, of the DGCLNRS and this Agreement. Without limiting the generality of the foregoing foregoing, and subject thereto, at from and after the Effective Time, all of the property, rights, privileges, immunities, powers powers, franchises, licenses and franchises authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, Liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
(bd) At The closing of the Effective TimeMerger (the “Closing”) shall take place (i) at the offices of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, located in Los Angeles, California, or (ii) at such other place and time or on such other date as the Company and Parent may agree in writing (the actual date of the Closing, the Company Certificate shall“Closing Date”), subject as soon as reasonably practicable but in any event, no later than the later to Section 5.08, by virtue occur of or in connection with (i) the Merger, be amended and restated in its entirety second Business Day after the day on which the last condition to read as the Merger set forth in Exhibit A andArticle VIII is satisfied or validly waived (other than those conditions that by their nature cannot be satisfied until the Closing Date, as so amendedbut subject to the satisfaction or valid waiver of such conditions), shall be or (ii) the certificate date of incorporation completion of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
Marketing Period (c) At or, if Parent so notifies the Effective TimeCompany, and without any further action on a date during the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior Marketing Period not less than three Business Days following such notice to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable LawCompany).
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Station Casinos Inc), Merger Agreement (Station Casinos Inc)
The Merger. (a) Upon The Initial LLCA, as amended by this Article II, shall continue to be the terms limited liability company agreement of the Surviving LLC unless and subject to the conditions set forth in this Agreement, and until amended in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Mergerits terms, the separate corporate existence of Merger Sub shall cease, Contribution Agreement and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving CorporationLaw.
(b) At the Effective Time, the Company Certificate shall, subject pursuant to Section 5.0818-209(f)(2) of the Act, by virtue the Initial LLCA is hereby amended as follows:
(i) The introductory paragraph of or in connection with the Merger, be Initial LLCA is hereby amended and restated in its entirety to read as set forth in Exhibit A andfollows: “This LIMITED LIABILITY COMPANY AGREEEMENT of WaterBridge Infrastructure LLC (the ”Company“), dated as of April 11, 2025 (this ”Agreement“), is entered into by WBR Holdings LLC and Ashburton Investment Private Limited, as so amended, shall be the certificate of incorporation sole members of the Surviving Corporation until thereafter further amended Company, and NDB Holdings LLC, as provided therein or by applicable Lawthe non-member manager of the Company. The term ”Member“ as used herein shall mean both WBR Holdings LLC and Ashburton Investment Private Limited, each in its capacity as a member of the Company. The term ”Manager“ as used herein shall mean NDB Holdings LLC, in its capacity as non-member manager of the Company.”
(cii) At Section 10 of the Effective Time, Initial LLCA is hereby amended and without any further action on the part restated in its entirety to read as follows: “The powers of the Company shall be exercised by or under the authority of, and Merger Subthe business and affairs of the Company shall be managed under the direction of, the Company Bylaws Manager, which shall make all decisions and take all actions for the Company. It is the intent of the Members and the Manager that this Agreement be amended and restated in their entirety pursuant to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with that certain Contribution and Corporate Reorganization Agreement, dated as of [ ], 2025, among the certificate of incorporation Company, WBR Holdings LLC, NBD Midstream LLC, WaterBridge Equity Finance LLC, Desert Environmental LLC and bylaws the other parties thereto. Notwithstanding the foregoing, the Manager may designate one or more persons, who may or may not be members of the Surviving Corporation until their respective successors shall have been duly electedCompany, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws as officers (”Officers“) of the Surviving CorporationCompany. The officers of Merger Sub immediately prior to the Effective Time shall, from Officers will have such rights and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things duties as may be necessary designated by the Manager. Notwithstanding any provision of this Agreement to the contrary, any action hereunder requiring the consent, approval or desirable other action of ”the Member“ shall, instead, require the consent, approval or other action of the Manager, and neither Member shall have the power or authority to vestbind the Company without the consent of the Manager. No Member shall transfer, perfect assign or confirm any and all right, title or interest in, to and under such rights, properties or assets pledge its interests in the Surviving Corporation or otherwise to carry out this AgreementCompany without the prior written consent of the Manager.”
Appears in 2 contracts
Sources: Contribution and Corporate Reorganization Agreement (WaterBridge Infrastructure LLC), Contribution and Corporate Reorganization Agreement (WaterBridge Infrastructure LLC)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub shall will thereupon cease, and ; (ii) the Company shall will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the corporate existence of the Company with all its rights, privileges, powers and franchises will continue; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth be in Exhibit A the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law, subject to the provisions of Section 6.8 hereof.
(c) At the Effective Time, and without any further action on the part of the Company and Merger or Sub, the bylaws of the Company Bylaws shall be amended and restated in their entirety to read as be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, Time (except that all references therein to Merger Sub such bylaws shall be automatically amended and shall become references to reflect that the name of the Surviving Corporation shall be Icagen, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shallDGCL, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch bylaws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Icagen Inc)
The Merger. (a) Upon Endo, HoldCo, AcquireCo and Auxilium agree that the Merger shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement.
(b) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at on the Effective TimeClosing Date, Merger Sub AcquireCo shall be merged with and into Auxilium. At the Company. As a result of the MergerMerger Effective Time, the separate corporate existence of Merger Sub AcquireCo shall cease, cease and the Company Auxilium shall continue as the surviving company in the Merger (the “Surviving CorporationCompany”).
(c) Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties to the Merger shall file with the Secretary of State of the State of Delaware the Certificate of Merger, executed and acknowledged in accordance with the relevant provisions of the DGCL, and, as soon as practicable on or after the Closing Date, shall make all other filings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective at the time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as HoldCo and Auxilium shall agree and specify in the Certificate of Merger. At and immediately after the Merger Effective Time, the Merger will have the effects set forth in the applicable provisions Certificate of Merger and the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(bd) At the Merger Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue certificate of or in connection with the Merger, incorporation of Auxilium shall be amended and restated in its entirety to read as set forth in Exhibit A hereto and, as so amended, shall be constitute the certificate of incorporation of the Surviving Corporation Company, until thereafter further changed or amended as provided therein or by applicable Law. The Parties shall take all actions necessary so that the by-laws substantially in the form set forth in Exhibit B hereto shall be the by-laws of the Surviving Company as of the Merger Effective Time, until thereafter changed or amended as provided therein or by applicable Law.
(ce) The directors of the Surviving Company upon completion of the Merger shall, until the earlier of their resignation or removal or until their respective successors are duly appointed, elected and qualified, as the case may be, consist of the directors of AcquireCo prior to the Merger Effective Time. The officers of AcquireCo immediately prior to the Merger Effective Time shall be the officers of the Surviving Company until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.
(f) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of the Company Parties or any of their respective shareholders:
(i) Each share of common stock, par value $0.01 per share, of AcquireCo issued and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect outstanding immediately prior to the Merger Effective Time, except that all references therein to Merger Sub Time shall be automatically amended converted into one fully paid and shall become references to the Surviving Corporation andnon-assessable share of common stock, as so amendedpar value $0.01 per share, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors Company. Each share of Merger Sub preferred stock, par value $0.01 per share, of AcquireCo issued and outstanding immediately prior to the Merger Effective Time shallshall be converted into one fully paid and non-assessable share of common stock, from par value $0.01 per share, of the Surviving Company. Each share of Redeemable Class A Common Stock, par value $0.01 per share, of AcquireCo issued and after outstanding immediately prior to the Merger Effective Time shall be converted into the right to receive $0.01 per share.
(ii) Each Excluded Share outstanding immediately prior to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor, subject to any rights the holder thereof may have under Section 2.1(k) and the DGCL.
(iii) Subject to Section 2.1(g), each Auxilium Share issued and outstanding immediately prior to the Merger Effective Time (other than (x) Auxilium Shares owned by Endo, AcquireCo or any other direct or indirect wholly owned Subsidiary of Endo and Auxilium Shares owned by Auxilium or any direct or indirect wholly owned Subsidiary of Auxilium, and in each case not held on behalf of third parties (it being acknowledged and agreed by Auxilium that it hereby waives the right to receive the Merger Consideration in respect of Auxilium Shares owned by Auxilium or any direct or indirect wholly owned Subsidiary of Auxilium), and (y) Auxilium Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (the Auxilium Shares referred to in this clause (y) and the preceding clause (x) being referred to herein collectively as “Excluded Shares”) and (z) Restricted Auxilium Shares (which shall be converted pursuant to Section 2.1(l)(ii)) shall be converted, at the election of the holder thereof in accordance with Section 2.1(g)(iii)(A), into the right to receive:
(A) for each Auxilium Share with respect to which a Standard Election has been made pursuant to Section 2.1(g)(iii)(A) and remains in effect at the Election Deadline,
(1) an amount in cash equal to the Cash Amount and (2) a fraction of a validly issued, fully paid and non-assessable Endo Share equal to the Exchange Ratio;
(B) for each Auxilium Share with respect to which a Cash Election has been made pursuant to Section 2.1(g)(iii)(A) and remains in effect at the Election Deadline, an amount of cash equal to the Un-prorated Cash Election Amount; provided, however, that, if the Aggregate Cash Consideration would be greater than the Maximum Cash Consideration, the consideration to be received in respect of each Auxilium Share covered by Cash Elections shall automatically be adjusted in accordance with Section 2.1(g)(iii)(D); and
(C) for each Auxilium Share with respect to which a Stock Election has been made pursuant to Section 2.1(g)(iii)(A) and remains in effect at the Election Deadline, a fraction of a validly issued, fully paid and non-assessable Endo Share equal to the Un-prorated Stock Election Ratio; provided, however, that, if the Aggregate Stock Consideration would be greater than the Maximum Stock Consideration, the consideration to be received in respect of each Auxilium Share covered by Stock Elections shall automatically be adjusted in accordance with Section 2.1(g)(iii)(D). All such Auxilium Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form) that immediately prior to the Merger Effective Time represented any such Auxilium Share (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, including the right to receive, pursuant to Section 2.1(i), cash in lieu of fractional Endo Shares, if any. Notwithstanding the foregoing, if, between the date of this Agreement and the Merger Effective Time, the outstanding Endo Shares or Auxilium Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend (including any dividend or distribution of securities convertible into Endo Shares), subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Endo Shares or Auxilium Shares, as the case may be, will be appropriately adjusted to provide to Auxilium and the initial directors holders of Auxilium Shares the same economic effect as contemplated by this Agreement prior to such event.
(g) The exchange of Certificates shall be effected as follows:
(i) Prior to the Election Form Mailing Date, HoldCo shall appoint a bank or trust company reasonably acceptable to Auxilium to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the Surviving CorporationMerger Consideration. At or prior to the Merger Effective Time, Endo shall issue, fully paid, the Endo Shares to be delivered as Merger Consideration and deposit with the Exchange Agent, for the benefit of the holders of Certificates, for exchange in accordance with this ARTICLE II through the Exchange Agent, the aggregate cash consideration and certificates representing the Endo Shares to be delivered as Merger Consideration (or, if uncertificated Endo Shares will be delivered, Endo shall make appropriate alternative arrangements).
(ii) An election form in such form as HoldCo shall reasonably specify and as shall be reasonably acceptable to Auxilium (the “Election Form”) shall be mailed on a date to be mutually agreed by HoldCo and Auxilium that is not more than forty-five (45) days nor less than thirty (30) days prior to the anticipated Closing Date or on such other date as HoldCo and Auxilium shall mutually agree (the “Election Form Mailing Date”) to each holder of record of Auxilium Shares as of the close of business on the fifth (5th) Business Day prior to hold office the Election Form Mailing Date (the “Election Form Record Date”). HoldCo shall make available one or more Election Forms as may reasonably be requested from time to time by all Persons who become holders (or beneficial owners) of Auxilium Shares between the Election Form Record Date and the close of business on the Business Day prior to the Election Deadline, and Auxilium shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein.
(iii) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) of an Auxilium Share, subject to the limitations set forth in this Section 2.1(g)(iii), to submit an election (each, an “Election”) in accordance with the certificate following procedures:
(A) Each holder of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal an Auxilium Share may specify in a request made in accordance with the certificate provisions of incorporation this Section 2.1(g)(iii) whether such holder elects to receive with respect to a specified number or all of such holder’s Auxilium Shares (x) the consideration set forth in Section 2.1(f)(iii)(A) (such consideration, the “Standard Election Consideration” and bylaws such Election with respect to such number of Auxilium Shares, the Surviving Corporation. The officers “Standard Election”), (y) the consideration set forth in Section 2.1(f)(iii)(B) (such consideration, the “Cash Election Consideration” and such Election with respect to such number of Merger Sub immediately prior Auxilium Shares, the “Cash Election”), or (z) the consideration set forth in Section 2.1(f)(iii)(C) (such consideration, the “Stock Election Consideration” and such Election with respect to such number of Auxilium Shares, the Effective Time shall, from and after the Effective Time, continue as the officers “Stock Election”).
(B) Any holder of the Surviving Corporation, each to hold office an Auxilium Share who does not properly make an Election in accordance with the certificate provisions of incorporation and bylaws of this Section 2.1(g)(iii), or whose Election is not received by the Surviving Corporation until their respective successors Exchange Agent prior to the Election Deadline in the manner provided in Section 2.1(g)(iii)(C), will be deemed to have made the Standard Election.
(C) Any Election set forth in this Section 2.1(g)(iii) shall have been duly electedmade properly only if the Exchange Agent shall have received, designated by the Election Deadline, an Election Form properly completed and signed indicating such Election. Any holder of an Auxilium Share may, at any time prior to the Election Deadline, change or qualifiedrevoke such holder’s Election by written notice received by the Exchange Agent prior to the Election Deadline accompanied by a properly completed and signed revised Election Form. HoldCo, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (x) the validity of the Election Form and compliance by any holder of an Auxilium Share with the Election procedures set forth herein and (y) the manner and extent to which Elections are to be taken into account in making the determinations prescribed in Section 2.1(f). If HoldCo shall determine in its reasonable discretion that any Election is not properly made with respect to any Auxilium Share (it being understood that none of the Parties nor the Exchange Agent is under any duty to notify any holder of any such defect), such Election shall be deemed to be not in effect, subject to Section 2.1(g)(iii)(B).
(D) Not later than five (5) days after the Election Deadline, HoldCo shall cause the Exchange Agent to effect the following prorations to the Merger Consideration:
(1) for each Auxilium Share with respect to which a Cash Election has been made pursuant to Section 2.1(g)(iii)(A) and remains in effect at the Election Deadline, if the Aggregate Cash Consideration would be greater than the Maximum Cash Consideration, each Auxilium Share covered by a Cash Election shall, instead of being converted into the right to receive the Un-prorated Cash Election Amount, automatically be converted into the right to receive (I) an amount in cash, without interest, equal to the product of (x) the Un-prorated Cash Election Amount multiplied by (y) a fraction, the numerator of which shall be (1) the Maximum Cash Consideration and the denominator of which shall be (2) the Aggregate Cash Consideration (such fraction, the “Cash Fraction”), and (II) a fraction of a validly issued, fully paid and non-assessable Endo Share equal to the product of (x) the Un-prorated Stock Election Ratio multiplied by (y) a fraction equal to one (1) minus the Cash Fraction; and
(2) for each Auxilium Share with respect to which a Stock Election has been made pursuant to Section 2.1(g)(iii)(A) and remains in effect at the Election Deadline, if the Aggregate Stock Consideration would be greater than the Maximum Stock Consideration, each Auxilium Share covered by a Stock Election shall, instead of being converted into the right to receive the Un-prorated Stock Election Ratio, automatically be converted into the right to receive (I) a fraction of a validly issued, fully paid and non-assessable Endo Share equal to the product of (x) the Un-prorated Stock Election Ratio multiplied by (y) a fraction, the numerator of which shall be (1) the Maximum Stock Consideration and the denominator of which shall be (2) the Aggregate Stock Consideration (such fraction, the “Stock Fraction”) and (II) an amount in cash, without interest, equal to (x) the Un-prorated Cash Election Amount multiplied by (y) a fraction equal to one (1) minus the Stock Fraction.
(iv) As promptly as reasonably practicable after the Merger Effective Time (and in any event within four (4) Business Days after the Merger Effective Time), HoldCo shall cause the Exchange Agent to mail to each holder of record of Auxilium Shares a form of letter of transmittal (the “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, shall be in such form and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Auxilium may specify acting reasonably, and shall be prepared prior to the Closing, together with instructions thereto.
(v) Upon (A) in the case of Auxilium Shares represented by a Certificate, the surrender of such Certificate for cancellation to the Exchange Agent or until their earlier death(B) in the case of Auxilium Shares held in book-entry form, resignation or removal the receipt of an “agent’s message” by the Exchange Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the certificate of incorporation instructions thereto, and bylaws of such other documents as may reasonably be required by the Surviving Corporation.
(e) If at any time after the Effective TimeExchange Agent, the Surviving Corporation shall determine, in its sole discretion, or holder of such Auxilium Shares shall be advised, entitled to receive in exchange therefor the Merger Consideration into which such Auxilium Shares have been converted pursuant to Section 2.1(f) (after taking into account all Auxilium Shares then held by such holder and the Election(s) made with respect to such Auxilium Shares by such holder). In the event of a transfer of ownership of Auxilium Shares that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise is not registered in the Surviving Corporation its right, title or interest in, to or under any transfer records of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection withAuxilium, the applicable Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as Consideration may be necessary or desirable delivered to vesta transferee, perfect or confirm any and all rightif the Certificate representing such Auxilium Share (or, title or interest in, to and under if such rights, properties or assets Auxilium Share is held in the Surviving Corporation or otherwise to carry out this Agreement.book-entr
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time and in accordance with the provisions of this Agreement and the DGCL, at the Effective Time, Merger Sub Company shall be merged with and into Sub, which shall be the Company. As a result of surviving corporation (sometimes referred to hereinafter as the "Surviving Corporation") in the Merger, and the separate corporate existence of Merger Sub Company shall cease. Subject to the provisions of this Agreement, on the Closing Date (as defined in Section 2.1) a certificate of merger (the "Certificate of Merger") shall be duly pre- pared, executed and the Company shall continue as acknowledged by Sub, on behalf of the Surviving Corporation, and immediately thereafter delivered to the Secretary of State of the State of Delaware, for filing, as provided in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").
(b) From and after the Effective Time, the Merger shall have all the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at by virtue of the Effective TimeMerger and in accordance with the DGCL, all of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(bc) At the Effective Time, the Company The Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, Incorporation of Sub shall be amended and restated in its entirety to read as set forth in Exhibit A change the name of Sub to the name of Company and, as so amended, shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Lawin accordance with the provisions thereof and the DGCL.
(cd) At the Effective Time, and without any further action on the part The Bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws Bylaws of the Surviving Corporation until thereafter altered, amended or repealed as provided therein or by applicable Lawin the Certificate of Incorporation of the Surviving Corporation and the DGCL.
(de) The officers and directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial officers and directors of the Surviving Corporation, in each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation case until their respective successors shall have been are duly elected, designated or elected and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Transamerica Corp)
The Merger. (a) Upon At the Effective Time (as defined below), on the terms and subject to the conditions set forth in this Agreement, a certificate of merger in substantially the form attached hereto as Exhibit A-1 (the “First Certificate of Merger”) and in accordance with the DGCL, at the Effective Timeapplicable provisions of Delaware Law, 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, cease and the Company shall continue as the surviving corporation and shall become a wholly-owned subsidiary of Parent. The Company, as the surviving corporation after the Merger, is sometimes referred to herein as the “Surviving Corporation. The Merger shall have .”
(b) Immediately following the effects Merger, and as part of the same overall transaction, at the Second Effective Time (as defined below), on the terms and subject to the conditions set forth in this Agreement, a certificate of merger in substantially the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”) and the applicable provisions of Delaware Law, the DGCLSurviving Corporation shall be merged with and into the Sub LLC, which shall be the surviving entity (the “Surviving LLC”) in the Secondary Merger, and the separate existence of the Surviving Corporation shall thereupon cease. Without limiting the generality of the foregoing and subject theretoforegoing, at following the Effective TimeSecondary Merger, all of the property, rights, privilegespowers, immunities, powers privileges and franchises of the Company and Company, Merger Sub and Surviving Corporation shall vest in the Surviving CorporationLLC, and all debts, Liabilities liabilities and duties of the Company and Company, Merger Sub and Surviving Corporation shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At LLC. Immediately following the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Secondary Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or LLC shall be adviseda wholly-owned subsidiary of Parent, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to and shall at all times be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers disregarded entity for United States federal and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementstate income tax purposes.
Appears in 1 contract
Sources: Merger Agreement (EnteroMedics Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at At the Effective Time, Merger Sub (a) Interim Bank shall be merged with and into Falls (the Company. As a result of the “Merger, ”) and (b) the separate corporate existence of Merger Sub Interim Bank shall cease, and Falls shall be converted from a state savings bank to a state bank and shall survive and continue to exist as an Ohio corporation (Falls, as the Company surviving corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”). The Interim Bank Shares (100% of which will be owned by Sky upon its formation) shall continue be converted into common shares of the Surviving Corporation, and the Falls Common Shares shall be automatically canceled and converted into the right to receive the consideration described in Article III below. The name of the Surviving Corporation shall be “Falls Bank.” The principal place of business of the Surviving Corporation shall be Stow, Ohio. The Amended and Restated Articles of Incorporation attached hereto as Exhibit A shall be the Amended and Restated Articles of Incorporation of the Surviving Corporation. The Merger Amended and Restated Code of Regulations attached hereto as Exhibit B shall have be the effects set forth in the applicable provisions Amended and Restated Code of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties Regulations of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended . The persons whose names and restated in its entirety to read as set forth in addresses are listed on Exhibit A and, as so amended, C attached hereto shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with serve until the certificate next annual meeting of incorporation and bylaws the shareholders of the Surviving Corporation and until their respective successors shall have been are duly elected, designated or qualified, elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationfrom office. The officers of Merger Sub Falls immediately prior to the Effective Time shall, from and after the Effective Time, continue as shall be the officers of the Surviving Corporation, each to hold office in accordance with until the certificate of incorporation and bylaws next organizational meeting of the Surviving Corporation and until their respective successors shall have been are duly elected, designated or qualified, elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If from office. Sky may at any time after prior to the Effective TimeTime change the method of effecting the Merger (including, without limitation, the Surviving Corporation shall determineprovisions of this Article II) if and to the extent it deems such change to be necessary, in its sole discretionappropriate or desirable; provided, or shall be advisedhowever, that any deeds, bills no such change shall (i) alter or change the amount or kind of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or consideration to be acquired by issued to holders of Falls Shares as provided for in Article III of this Agreement (subject to adjustment as provided in Section 3.05), (ii) adversely affect the Surviving Corporation tax treatment of Falls’ shareholders as a result of, or in connection with, of receiving the Merger Consideration or otherwise to carry out (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. If Sky makes such an election, then the officers Sky and directors of the Surviving Corporation Falls shall be authorized execute an appropriate amendment to execute and deliver, this Agreement in the name and on behalf of either the Company or Merger Sub, all order to reflect such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementelection.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLArizona Business Corporation Act (the “ABCA”), 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”). The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCLABCA. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, Parent shall cause the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate articles of incorporation of the Surviving Corporation to be amended in its entirety to be identical to the articles of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be changed to “UNS Energy Corporation”, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At , subject to Section 5.10. In addition, at the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation, except that the name of the Surviving Corporation shall be changed to “UNS Energy Corporation”, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 5.10.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after at the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation. Parent and the Surviving Corporation shall cause four (4) members of the Company Board designated by the Company who are members of the Company Board as of the Closing and who are acceptable to Parent to be elected to the Board of Directors of the Surviving Corporation as of the Effective Time; provided, that at least one (1) such designee shall be the Chief Executive Officer of the Company.
(ed) If at any time after After the Effective Time, if the Surviving Corporation shall determine, in its sole discretion, determine or shall be advised, advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the property, rights, properties or assets privileges, immunities, powers and franchises of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such property, rights, properties or assets privileges, immunities, powers and franchises in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (UNS Energy Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with applicable Law and consistent with the obligations set forth in Section 5.7. The bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the form of the bylaws of the Surviving Corporation as provided therein or by of the Effective Time, each until amended in accordance with applicable LawLaw and consistent with the obligations set forth in Section 5.7.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger the Company and Acquisition Sub shall consummate a merger (the "Merger") pursuant to which (1) Acquisition Sub shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Acquisition Sub shall thereupon cease, and (2) the Company shall continue as be the successor or surviving corporation in the Merger (the "Surviving Corporation. The Merger ") and shall have continue to be governed by the effects set forth in the applicable provisions laws of the DGCL. Without limiting State of Delaware, and (3) the generality separate corporate existence of the foregoing and subject thereto, at the Effective Time, Company with all of the property, its property rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Acquisition Sub shall become the debts, Liabilities liabilities and duties of the Surviving CorporationCorporation and shall continue unaffected by the Merger, except as set forth in this Section 1.4.
(b) At the Effective Time, the Company Certificate shall, subject Pursuant to Section 5.08, by virtue of or in connection with the Merger, (1) the certificate of incorporation of the Company shall be amended at and restated in its entirety to read as of the Effective Time as set forth in the Certificate of Merger in the form of Exhibit A 1.4(b(i)) hereof (the "Certificate of Merger") or the Certificate of Ownership and Merger in the form of Exhibit 1.4(b)(ii) hereof (the "Certificate of Ownership and Merger"), as the case may be, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
law and such certificate of incorporation, and (c2) At the bylaws of the Merger Sub shall be, at and as of the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shalllaw, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with by the certificate of incorporation or by such bylaws. The Merger shall have the effects as provided in this Agreement and bylaws in the applicable provisions of the DGCL. Nothing in this Agreement shall require Parent or Acquisition Sub to maintain the separate corporate existence of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationMerger.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving CorporationCompany”). The Merger shall be effected as soon as practicable following the consummation of the Offer, the Series A Share Purchase and, if applicable, the exercise of the Top-Up Option. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving CorporationCompany, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving CorporationCompany.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Charter shall be become the certificate of incorporation of the Surviving Corporation Company, until thereafter further changed or amended as provided therein or by applicable Law.
(c) At , subject to Section 8.5(a). Subject to Section 8.5(a), promptly following the Effective Time, and without any further action on the part of the Company and Merger SubBylaws, as in effect immediately prior to the Company Bylaws Effective Time, shall be amended and restated in their entirety to read as the bylaws of Merger Sub as Purchaser in effect immediately prior to the Effective Time, except that all references therein to Merger Sub Purchaser shall be automatically amended and shall become references to the Surviving Corporation andCompany, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualifiedappointed, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval.
(ed) If at any time after the Effective Time, Time the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub Purchaser acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this AgreementTransactions, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger SubPurchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and or under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at ---------- the Effective Time, the Company and MergerCo shall consummate the Merger Sub pursuant to which (a) MergerCo shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub MergerCo shall thereupon cease, and (b) the Company shall continue be the successor or surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation. The Merger ") and shall have continue to be --------------------- governed by the effects set forth in the applicable provisions laws of the State of Delaware and the DGCL, and (c) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub MergerCo shall vest in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub MergerCo shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
. The Company shall take such steps as are permitted under the DGCL to (bi) At amend the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part Incorporation of the Company and Merger Sub(the "Company Certificate") so that the Certificate of Incorporation of ------------------- MergerCo, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
law and such Certificate of Incorporation, and (dii) The directors amend the Bylaws of Merger Sub the Company (the "Company Bylaws") so that the Bylaws of MergerCo, -------------- as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Bylaws of the Surviving Corporation until their respective successors shall have been duly electedthereafter amended as provided by law, designated or qualified, or until their earlier death, resignation or removal in accordance with by the certificate Certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Incorporation of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with and by such Bylaws. Notwithstanding the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Timeforegoing, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors name of the Surviving Corporation shall be authorized to execute "CoreComm-Voyager, Inc." and deliver, in the name Certificate of Incorporation and on behalf Bylaws of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementshall so provide. The Merger shall have the effects specified in the DGCL, including Section 259 of the DGCL.
Appears in 1 contract
Sources: Merger Agreement (Voyager Net Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at At the Effective Time, Merger Sub shall be merged with and into Easterly (the “Merger”) in accordance with the Delaware General Corporation Law (the “DGCL”) and upon the terms set forth in this Agreement, whereupon the separate existence of Merger Sub shall cease and Easterly shall continue as the surviving company (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 Corporationbecome a wholly owned Subsidiary of Sirius. The Merger shall have and other transactions contemplated by this Agreement are referred to herein as the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation“Transactions.”
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended From and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of possess all the rights, powers, and properties or assets of either and be subject to all of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result ofobligations, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers liabilities and directors duties of the Surviving Corporation shall be authorized to execute Easterly and deliver, in the name and on behalf of either the Company or Merger Sub, all as provided under the DGCL.
(c) Easterly, Sirius and Merger Sub agree that, if, prior to the filing of the Registration Statement or, so long as the consummation of the Transactions is not materially delayed as a result, after the filing of the Registration Statement, Sirius notifies Easterly in writing that the acquisition by Sirius of Easterly will be implemented through a merger of Easterly with and into Sirius (the “Direct Merger”), with Sirius continuing as the surviving company of such deedsmerger, bills of sale, instruments of conveyance, assignments then the parties shall amend this Agreement and assurances the Ancillary Agreement and to take and doenter into such other agreements, in the name and on behalf of each of such corporations or otherwise, all such other actions and things case as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest indesirable, to and under such rightsprovide for the Direct Merger (in lieu of the Merger); provided, properties or assets in for the Surviving Corporation or otherwise to carry out this Agreementavoidance of doubt, that the Merger Consideration shall not change.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall be effected as soon as practicable following the Acceptance Time pursuant to Section 251(h) of the DGCL and shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation shall, by virtue of the Merger, be amended so as to read in its entirety in the form of the certificate of incorporation of Purchaser, provided that the corporation name shall be updated to EndoChoice Holdings, Inc., until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form of the bylaws of Purchaser, provided that the corporation name shall be updated to EndoChoice Holdings, Inc., until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part The directors of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect Purchaser immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to Time or such other individuals designated by the Surviving Corporation and, Parent as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be become the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Purchaser immediately prior to the Effective Time shallor such other individuals designated by the Parent as of the Effective Time, from and after the Effective Time, continue as shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
(e) If at any time during the period between the date of this Agreement and the Acceptance Time, any change in the outstanding Equity Interests of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any dividend or distribution with a record date during such period, the Offer price and the Merger Consideration will be equitably adjusted to reflect such change; provided, however, that nothing herein will be construed to permit the Company to take any action with respect to its securities that is prohibited or not expressly permitted by the terms of this Agreement.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving CorporationCompany”). The Merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the consummation of the Offer. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub Purchaser shall vest in the Surviving CorporationCompany, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving CorporationCompany.
(b) At Subject to Section 8.5(a), at the Effective Time, the Company Certificate Charter shall, subject to Section 5.08, by virtue of or in connection with the filing of the Certificate of Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as Purchaser in effect immediately prior to the Effective Time, except that all references therein to Merger Sub Purchaser shall be automatically amended and shall become references to the Surviving Corporation andCompany, until thereafter changed or amended as provided therein or by applicable Law. Subject to Section 8.5(a), promptly following the Effective Time, the Company Bylaws, as so amendedin effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read as the bylaws of Purchaser in effect immediately prior to the Effective Time, except that all references therein to Purchaser shall be references to the Surviving Corporation Company, until thereafter changed or amended as provided therein or by applicable Law.
(dc) The directors of Merger Sub Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving CorporationCompany, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualifiedappointed, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval.
(ed) If at any time after the Effective Time, Time the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub Purchaser acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this AgreementTransactions, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger SubPurchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and or under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon At the Effective Time (as such term is defined in Section 1(b) below), on the terms and subject to the conditions set forth in this Agreement, the Certificate of Merger in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) and in accordance with the DGCLapplicable provisions of Delaware Law, at the Effective Time, Merger Sub Company shall be merged merge with and into the Company. As a result of the MergerMerger Sub, the separate corporate existence of the Company shall cease and Merger Sub shall ceasecontinue as the surviving corporation of the Merger and as a wholly-owned subsidiary of Purchaser. Merger Sub, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”
(b) At the Closing, Merger Sub and the Company shall continue cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by Purchaser and the Surviving Corporation. The Merger shall have the effects Company in writing (and set forth in the Certificate of Merger) being referred to herein as the “Effective Time”).
(c) At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCLDelaware Law. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities liabilities and duties of Merger Sub and the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(bd) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, Incorporation of Merger Sub shall be the certificate of incorporation Incorporation of the Surviving Corporation Corporation, until thereafter further amended as provided therein or by applicable Delaware Law.
(ce) At the Effective Time, and without any further action on the part Bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws Bylaws of the Surviving Corporation Corporation, until thereafter amended as provided therein or by applicable Delaware Law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.
(df) The directors At the Effective Time, the members of the Board of Directors of Merger Sub immediately prior to the Effective Time shall, from shall be appointed as the members of the Board of Directors of the Surviving Corporation immediately after the Effective Time until their respective successors are duly elected or appointed and after qualified.
(g) At the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue shall be appointed as the officers of the Surviving Corporation, each to hold office in accordance with Corporation immediately after the certificate of incorporation and bylaws of the Surviving Corporation Effective Time until their respective successors shall have been are duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationappointed.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Groupon, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Offer, the Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Company shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. In addition, the Company shall take all necessary action such that, at the Effective Time, the bylaws of the Company shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, continue as Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Integra Lifesciences Holdings Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, shall be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein therein, subject to Section 5.08, or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective TimeTime shall be the bylaws of the Surviving Corporation, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors his or her successor shall have been duly elected, designated or qualified, or until their his or her earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors his or her successor shall have been duly elected, designated or qualified, or until their his or her earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected as soon as practicable following the Acceptance Time without a vote of the Company’s stockholders pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Offer, the Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, be amended certificate of incorporation and restated in its entirety to read as set forth in Exhibit A andbylaws of Merger Sub, as so amended, in effect immediately prior to the Effective Time shall be the certificate of incorporation and bylaws of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law, except that references to the name of Merger Sub shall be replaced with references to the name of the Surviving Corporation.
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office such position, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, continue as Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Company and the Purchaser shall consummate a merger (the “Merger”) pursuant to which (i) the Purchaser shall be merged with and into the Company. As a result of the Merger, Company and the separate corporate existence of Merger Sub the Purchaser shall thereupon cease, and (ii) the Company shall be the successor or surviving corporation in the Merger and shall continue to be governed by the laws of the State of Utah, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. At Parent’s sole election, the Merger may alternatively be structured so that (x) the Company is merged with and into Parent, the Purchaser or any other direct or indirect wholly owned Subsidiary (as defined in Section 3.1 hereof) of Parent or (y) any direct or indirect wholly owned Subsidiary of Parent other than the Purchaser is merged with and into the Company. In the event of such an election, the parties agree to execute an appropriate amendment to this Agreement in order to reflect such election. Notwithstanding the foregoing, any such election to change the constituent parties to the Merger may be made by Parent only if no material time delay in consummating the Merger shall occur. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving CorporationURBCA.
(b) At Unless otherwise determined by Parent in its sole discretion prior to the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue Articles of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation Incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective TimePurchaser, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws Articles of Incorporation of the Surviving Corporation, except as to the name of the Surviving Corporation (in the case of a merger where the Company is the Surviving Corporation), until thereafter amended as provided therein or by applicable Lawlaw and such Articles of Incorporation.
(dc) The directors Unless otherwise determined by Parent in its sole discretion prior to the Effective Time, the By-laws of Merger Sub the Purchaser, as in effect immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors By-laws of the Surviving Corporation, each except as to hold office in accordance with the certificate of incorporation and bylaws name of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal (in accordance with the certificate case of incorporation and bylaws of a merger where the Company is the Surviving Corporation. The officers ), until thereafter amended as provided by applicable law, the Articles of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Incorporation of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch By-laws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read be the Certificate of Incorporation of Merger Sub as set forth in Exhibit A effect immediately prior to the Effective Time, except that (i) all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation, (ii) the provisions of the certificate of incorporation relating to the incorporator of Merger Sub shall be omitted, and (iii) changes necessary so that the certificate of incorporation shall be in compliance with Section 5.9 shall have been made, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At . In addition, at the Effective Time, and without any further action on the part bylaws of the Company and Merger Sub, the Company Bylaws Surviving Corporation shall be amended and restated in their its entirety to read as be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that (i) all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as and (ii) changes necessary so amended, that the bylaws shall be in compliance with Section 5.9 shall have been made, and such amended and restated bylaws shall become the bylaws of the Surviving Corporation until thereafter amended in accordance with the applicable provisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws. The form of each of the certificate of incorporation and the bylaws is “facts ascertainable” as provided therein or by applicable Lawthat term is used in Section 251(b) of the DGCL.
(dc) The At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, Time shall be appointed as the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Vimeo, Inc.)
The Merger. (a) Upon The Merger Agreement provides that, in accordance with the terms and subject to conditions of the conditions set forth in this Agreement, Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall Purchaser will be merged with and into the Company. As a result of the MergerArQule, whereupon the separate corporate existence of Merger Sub shall Purchaser will cease, and the Company shall ArQule will continue as the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions will be governed by Section 251(h) of the DGCL. Without limiting Purchaser and ArQule will take all necessary and appropriate action to cause the generality Merger to become effective as soon as practicable following the consummation (within the meaning of Section 251(h) of the foregoing DGCL) (but in any event no later than one business day) of acceptance and payment for Shares pursuant to and subject thereto, to the conditions of the Offer at the Effective Acceptance Time, all without a meeting of ArQule’s stockholders in accordance with Section 251(h) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) DGCL. At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue certificate of or in connection with incorporation of the Merger, Surviving Corporation will be amended and restated in its entirety to read be in the form attached as set forth in Exhibit A to the Merger Agreement and, as so amendedamended and restated, shall such certificate of incorporation will be the certificate of incorporation of the Surviving Corporation Corporation, until thereafter further amended as provided therein or by applicable Law.
(c) At and under the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the DGCL. The bylaws of Merger Sub Purchaser as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall Time will be the bylaws of the Surviving Corporation Corporation, except that references to the Purchaser’s name will be replaced with references to the surviving corporation’s name, from and after the Effective Time until thereafter amended as provided therein or and under the DGCL. The obligations of ArQule, Parent and Purchaser to complete the Merger are subject to the satisfaction or, to the extent permitted by applicable Law.
(d) The directors of Merger Sub immediately law, waiver on or prior to the Effective Time shall, from and after the Effective Time, be the initial directors closing of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of the following conditions: • Purchaser has accepted for payment all tendered Shares; and • no judgment preventing the consummation of the Merger has been issued by any governmental authority of competent jurisdiction (and within any jurisdiction in which Parent or any of its affiliates operate their respective businesses or own any assets) and remains in effect, and there is no law enacted or deemed applicable to the Merger by any such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in governmental authority that makes consummation of the Surviving Corporation or otherwise to carry out this AgreementMerger illegal.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLThe Merger Agreement provides that, at the Effective Time, Merger Sub shall the Purchaser will be merged with and into O’Charley’s, with O’Charley’s being the Companysurviving corporation (the “Surviving Corporation”). As a result of Following the Merger, the separate corporate existence of Merger Sub shall the Purchaser will cease, and the Company shall O’Charley’s will continue as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The directors of the Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation. The Pursuant to the Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoAgreement, at the Effective Time, all each Share that is owned by O’Charley’s or Parent or any wholly-owned subsidiary of O’Charley’s or Parent, including the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amendedPurchaser, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, cancelled and retired and will cease to exist without any further action on the part of the Company consideration being delivered in exchange for those Shares. Each Share issued and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect outstanding immediately prior to the Effective Time, except that all references therein other than Shares to Merger Sub shall be automatically amended and shall become references to cancelled in accordance with the Surviving Corporation and, as so amendedpreceding paragraph, shall be converted into the bylaws right to receive an amount of cash, without interest, equal to the Offer Price (the “Merger Consideration”), subject to any required withholding of taxes, payable to the holder thereof in accordance with the terms of the Surviving Corporation until thereafter amended as provided therein Merger Agreement described herein. At the Effective Time, all of those Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate or by applicable Law.
(d) The directors evidence of Merger Sub Shares in book-entry form that immediately prior to the Effective Time shallrepresented any of those Shares shall cease to have any rights with respect thereto, from and except the right to receive the Merger Consideration, without interest. As promptly as reasonably practicable after the Effective Time, be Parent shall cause the initial directors Exchange Agent (as defined in the Merger Agreement) to mail to each holder of record of Share certificates a letter of transmittal and instructions for use in effecting the Surviving Corporation, each to hold office surrender of Share certificates in accordance with exchange for the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationMerger Consideration. The officers of Exchange Agent will pay the Merger Sub immediately prior Consideration to the Effective Time shall, from and after the Effective Time, continue as the officers shareholders upon receipt of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e1) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.surrendered
Appears in 1 contract
Sources: Offer to Purchase (Fidelity National Financial, Inc.)
The Merger. (a) Upon At the Merger Effective Time, and upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCLrelevant provisions of the DGCL and the GBCC, at the Effective Timeas applicable, (i) Merger Sub shall be merged with and into the Company. As a result , with the Company continuing as the surviving corporation of the MergerMerger and as a direct, wholly-owned Subsidiary of PACI (hereinafter, the Company after the Merger Effective Time is referred to as the “Surviving Corporation”), and (ii) the separate corporate existence of Merger Sub shall cease.
(b) The Merger shall become effective at the time specified in the Certificates of Merger, as PACI and the Company shall continue as mutually agree (the Surviving Corporation. The “Merger Effective Time”).
(c) At the Merger Effective Time, the effect of the Merger shall have the effects set forth be as provided in the applicable provisions of DGCL and the DGCLGBCC, as applicable. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Merger Effective TimeTime and thereafter, all of the property, rights, privileges, immunitiespowers, powers and franchises of the Company and Merger Sub shall vest in be thereafter the property of the Surviving Corporation, and all debts, Liabilities liabilities, and duties of each of the Company and Merger Sub shall become attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, Liabilities liabilities, and duties of the Surviving Corporationhad been incurred or contracted by it.
(bd) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation The Organizational Documents of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Merger Effective Time shall, at the Merger Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws Organizational Documents of the Surviving Corporation Corporation, with such changes as the Parties mutually agree to be required to reflect the Company’s governance under the GBCC, until thereafter amended as provided therein or by applicable LawLaw and the Organizational Documents.
(de) The officers and directors of Merger Sub the Company as of immediately prior to the Effective Merger Effective Time shall, shall be the officers and directors of the Surviving Corporation from and after the Effective TimeMerger, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws Organizational Documents of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (PROOF Acquisition Corp I)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company as in connection with effect immediately prior to the Merger, Effective Time shall be amended and restated to read in its entirety in the form of the certificate of incorporation of Merger Sub as in effect immediately prior to read as set forth in Exhibit A the Effective Time and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
Law (c) At the Effective Timesubject to Section 6.8), and without any further action on (ii) the part bylaws of the Company and Merger Sub, as in effect immediately prior to the Company Bylaws Effective Time shall be amended and restated to read in their entirety to read as in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation Time and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or and in the certificate of incorporation of the Surviving Corporation and by applicable LawLaw (subject to Section 6.8).
(dc) The directors of Merger Sub immediately prior Notwithstanding anything in this Agreement to the Effective contrary, if, at any time occurring on or after the Acceptance Time shall, from and after until the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise change in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either outstanding Equity Interests of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation shall occur as a result ofof any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or in connection withany stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date during such period, the Merger or otherwise Consideration and any other similarly dependent items, as the case may be, will be equitably adjusted to carry out this Agreement, then reflect such change and provide the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf holders of each of Company Share and Company Equity Award the same economic effect as contemplated by this Agreement prior to such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementevent.
Appears in 1 contract
Sources: Merger Agreement (New Home Co Inc.)
The Merger. (a) Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the MergerTransactions will occur, whereupon the separate corporate existence of Merger Sub shall cease, and the Company BHI shall continue as be the Surviving CorporationEntity and a direct wholly owned Subsidiary of Newco. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing From and subject thereto, at after the Effective Time, the Surviving Entity will possess all of the property, rights, privileges, immunities, powers and franchises privileges and be subject to all of the Company obligations, liabilities and restrictions of BHI and Merger Sub shall vest in Sub, all as provided under the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(b) DGCL. At the Effective Time, (A) the Company Certificate shall, subject to Section 5.08, by virtue certificate of or in connection with the Merger, incorporation of Merger Sub shall be amended and restated in its entirety to read as set forth in on Exhibit A and, E and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Entity until thereafter further amended as provided therein or by applicable Law.
Law and such certificate of incorporation and (cB) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation Entity until thereafter amended as provided therein or by applicable Law.
(d) , the certificate of incorporation of the Surviving Entity and such bylaws. The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors of the Surviving CorporationEntity, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly electedEntity, designated or qualified, or until their earlier death, resignation or removal in accordance with and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub BHI immediately prior to the Effective Time shall, from and after shall be the Effective Time, continue as the initial officers of the Surviving CorporationEntity, in each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation case until their respective successors shall have been are duly elected, designated or qualified, elected and qualified or until their such officer’s earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationremoval.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Transaction Agreement and Plan of Merger (Baker Hughes Inc)
The Merger. (a) Upon Promptly following the terms and subject to the conditions set forth in this AgreementClosing, and in accordance with the DGCLLimited Liability Company Act of the State of Delaware and the General Corporation Law of the State of Delaware, at the Effective Time, Merger Sub Company shall be merged with and into Merger Sub (the Company. As a result “Merger”), whereupon the separate existence of the Merger, the separate corporate existence of Company will cease and Merger Sub shall cease, and the Company shall continue as the Surviving CorporationCompany (the “Surviving Company”). The Merger Surviving Company shall have change its name to “MirImmune, LLC.” At the effects set forth in the applicable provisions effective time of the DGCL. Without limiting Merger (the generality of the foregoing and subject thereto, at the “Effective Time”), the Surviving Company shall possess all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in and be subject to all of the Surviving Corporationobligations, and all debts, Liabilities liabilities and duties of the Company and Merger Sub. At the Effective Time, by virtue of the Merger and without any action on any part of any holder of any securities of the Company or Merger Sub, all shares of capital stock of the Company shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor and each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall become the debts, Liabilities and duties remain outstanding as a limited liability company interest of the Surviving Corporation.
(b) Company. At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation formation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references subject to the Surviving Corporation andchange of its name to “MirImmune, as so amendedLLC”, shall be the bylaws certificate of formation of the Surviving Corporation Company until thereafter further amended as provided therein or by in accordance with applicable Law.
(d) The directors . At the Effective Time, the limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Company, except the references to RXi Merger Sub, LLC shall be replaced with references to MirImmune, LLC until further amended in accordance with applicable law. From and after the Effective Time, until its successors have been duly appointed and qualified, the member and manager of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, shall be the initial directors member and manager of the Surviving Corporation, each Company. This Agreement constitutes a “plan of merger” pursuant to hold office in accordance with the certificate of incorporation and bylaws Limited Liability Company Act of the Surviving State of Delaware and an “agreement of merger” pursuant to the General Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws Law of the Surviving Corporation. The officers State of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationDelaware.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (RXi Pharmaceuticals Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shallTime, from and after the Effective Time, continue as shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 a wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read be the Certificate of Incorporation of Merger Sub as set forth in Exhibit A effect immediately prior to the Effective Time, except that (i) all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation, (ii) the provisions of the certificate of incorporation relating to the incorporator of Merger Sub shall be omitted, and (iii) changes necessary so that the certificate of incorporation shall be in compliance with Section 5.9 shall have been made, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At . In addition, at the Effective Time, and without any further action on the part bylaws of the Company and Merger Sub, the Company Bylaws Surviving Corporation shall be amended and restated in their its entirety to read as be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that (i) all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as and (ii) changes necessary so amended, that the bylaws shall be in compliance with Section 5.9 shall have been made, and such amended and restated bylaws shall become the bylaws of the Surviving Corporation until thereafter amended as provided therein or by in accordance with the applicable Lawprovisions of the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.
(dc) The At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, Time shall be appointed as the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Eventbrite, Inc.)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCLMBCA, at the Effective Time, Time the Company and Merger Sub shall consummate the Merger pursuant to which (i) Merger 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 thereupon cease, and (ii) the Company shall be the surviving corporation in the Merger and shall continue to be governed by the MBCA and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving CorporationCompany”. The Parties agree that, for U.S. federal income tax purposes, Merger Sub (and its actions hereunder) shall be disregarded and the Merger shall be treated as a taxable purchase by Parent from shareholders of the Company of the Shares converted in the Merger. The Merger shall have the effects set forth in the applicable provisions this Agreement and in Section 302A.641 of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving CorporationMBCA.
(b) At the Effective Time, (i) the Company Certificate shall, subject to Section 5.08, by virtue Restated Articles of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part Incorporation of the Company and Merger Sub, as in effect as of the Agreement Date (the “Company Bylaws Charter”) shall be amended and restated in their entirety to be identical to the form attached as Exhibit A and as so amended shall be the articles of incorporation of the Surviving Company, until thereafter amended as provided therein or in accordance with applicable Law, and (ii) the Third Restated Bylaws of the Company as in effect as of the Agreement Date (the “Company Bylaws”) shall be amended in their entirety to read the same as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, amended shall be the bylaws of the Surviving Corporation Company, until thereafter amended as provided therein or by in accordance with applicable Law.
(dc) The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving CorporationCompany, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving CorporationCompany. The officers of Merger Sub immediately individuals specified by Parent prior to the Effective Time shallTime, from and after the Effective Time, continue as shall be the initial officers of the Surviving CorporationCompany, each to hold office in accordance with the certificate articles of incorporation and bylaws of the Surviving Corporation Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate articles of incorporation and bylaws of the Surviving CorporationCompany.
(ed) If at any time after the Effective Time, the Surviving Corporation Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation Company or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Mocon Inc)
The Merger. (a) Upon the terms On and subject to the terms and conditions set forth in of this Agreement, at the Effective Time the Merger Sub shall be merged with and into the Company (the “Merger”) in accordance with the DGCL. At the Closing a certificate of merger (the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the Merger Sub and the Company in accordance with the DGCL and shall be filed with the Secretary of State of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later time reflected in such Certificate of Merger as shall be agreed to by the Buyer and the Company). The date and time when the Merger shall become effective is hereinafter referred to as the “Effective Time.”
(b) At the Effective Time, the Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of the Merger Sub shall cease, and the Company shall continue as the “Surviving Corporation. The ” under the laws of the State of Delaware.
(c) From and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions this Agreement and in Section 259 of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties of the Surviving Corporation.
(bd) At the Effective Time, Time the certificate of incorporation of the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with shall survive the Merger, Merger but immediately shall be amended to amend and restated restate such certificate of incorporation so as to be identical to the certificate of incorporation of Merger Sub in its entirety at the Effective Time (with the addition of Article X of the certificate of incorporation of the Company); provided, however, that the name of the Surviving Corporation shall remain “Century Maintenance Supply, Inc.” unless and until the Buyer shall decide to read as set forth in Exhibit A andfurther amend the Company’s certificate of incorporation to provide for another name. Notwithstanding the foregoing, as so amended, shall be the terms of the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Lawconcerning directors’ and officers’ indemnification shall comply with the provisions of Section 8.8 below.
(ce) At the Effective Time, and without any further action on the part The bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, Time shall be the bylaws of the Surviving Corporation (with the addition of Section 8 of the bylaws of the Company) except that the name shown on such bylaws shall be “Century Maintenance Supply, Inc.” unless and until such bylaws thereafter amended as provided therein or by shall be changed in accordance with the provisions thereof, the provisions of the certificate of incorporation of the Surviving Corporation and applicable Lawlaw. Notwithstanding the foregoing, the terms of the bylaws of the Surviving Corporation concerning directors’ and officers’ indemnification shall comply with the provisions of Section 8.8 below.
(df) The directors of Merger Sub immediately prior to the Effective Time shall, from and after At the Effective Time, the directors of the Merger Sub shall be the initial directors of the Surviving Corporation, with each of such directors to hold office in accordance with office, subject to the certificate of incorporation and bylaws applicable provisions of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with DGCL and the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to , until the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws next annual stockholders’ meeting of the Surviving Corporation and until their respective successors shall have been be duly electedelected or appointed and qualified. At the Effective Time, designated or qualifiedthe officers of the Merger Sub shall, or until their earlier death, resignation or removal in accordance with subject to the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation until their respective successors shall be authorized to execute duly elected or appointed and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementqualified.
Appears in 1 contract
Sources: Merger Agreement (Hughes Supply Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub the Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub the Purchaser shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At the Effective Time, the The Company Certificate shall, subject to Section 5.085.9, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, except that Article I thereof shall read as follows: “the name of the Corporation is “Sybase, Inc.” and all references therein to the Purchaser shall be automatically amended and shall become references to the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law. The bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall, subject to Section 5.9, be the bylaws of the Surviving Corporation, except that all references therein to the Purchaser shall be automatically amended and shall become references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Subthe Purchaser, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Sybase Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions.”
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or in connection with any other Person, the Merger, certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety to read as in the form set forth in as Exhibit A andhereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable LawLaw (subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Merger Subor any other Person, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The directors of Merger Sub immediately prior to the Effective Time shall, from and after or such other individuals designated by Parent as of the Effective Time, be Time shall become the initial directors of the Surviving Corporation, each to hold office office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub the Company immediately prior to the Effective Time shallTime, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(ed) If If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Tenneco Inc)
The Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective Time (as defined in Section 1.3), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL, at the Effective Time, Merger pursuant to which (i) Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease, and ; (ii) the Company shall be the successor or surviving corporation in the Merger and shall continue to be governed by the laws of the State of Delaware; (iii) the corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger; and (iv) the Company shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation. .” The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing foregoing, and subject thereto, at the Effective Time, Time all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation.
(b) At The Certificate of Incorporation of the Surviving Corporation shall be amended and restated at the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended and restated in its entirety to read as set forth in Exhibit A and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part The by-laws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation and, as so amended, shall be the bylaws by-laws of the Surviving Corporation Corporation, except as to the name of the Surviving Corporation, until thereafter amended as provided therein or by applicable Law.
(d) The directors the DGCL, the Certificate of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws Incorporation of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporationsuch by-laws.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
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The Merger. (a) THE MERGER. CFSB shall charter an interim savings bank ("Interim Bank") duly organized and validly existing under Section 5 of the Home Owner's Loan Act prior to the Effective Date. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at on the Effective TimeDate, Merger Sub Interim Bank shall be merged with and into the Company. As a result Company (the "Merger") with the Company as the surviving entity (the "Surviving Corporation"), which shall continue to be governed by the laws of the MergerUnited States, and CFSB will become the sole stockholder of the Company, pursuant to the provisions of, and with the effect provided in, the rules and regulations of the OTS, the terms and conditions of an agreement and plan of merger to be entered into between Interim Bank and the Company on reasonable and customary terms, and the Articles of Combination. The separate corporate existence of Merger Sub Interim Bank shall thereupon cease, and the Company shall continue as . The separate corporate existence of the Surviving Corporation. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, Corporation with all of the property, its rights, privileges, immunities, powers and franchises of shall continue unaffected by the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, Liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities and duties Merger. The name of the Surviving CorporationCorporation shall be "Independence Federal Savings Bank.
(b) " At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of or in connection with the Merger, be amended charter and restated in its entirety to read as set forth in Exhibit A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended as provided therein or by applicable Law.
(c) At the Effective Time, and without any further action on the part bylaws of the Company and Merger Sub, the Company Bylaws shall be amended and restated in their entirety to read as conform to the charter and bylaws of Merger Sub as Interim Bank in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended Time and shall become references to the Surviving Corporation and, as so amended, shall be charter and bylaws of the bylaws Corporation. The directors and officers of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.
(d) The immediately after the Merger shall be the directors and officers of Merger Sub Interim Bank immediately prior to the Effective Time shallMerger, from until such time as their successors shall be duly elected and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws qualified. The authorized capital stock of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws upon consummation of the Surviving Corporation. The officers of Merger Sub shall be as set forth in Interim Bank's charter immediately prior to the Effective Time shall, from Merger. The Merger shall not be effective unless and after until approved by the Effective Time, continue OTS. It is intended that the Merger will qualify as a "qualified stock purchase" within the officers meaning of Section 338 of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving CorporationCode.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
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The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. 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 Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL without a vote on the adoption of this Agreement by the Company Stockholders and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject theretoforegoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, Liabilities liabilities and duties of the Company and Merger Sub shall become the debts, Liabilities liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.
(b) At the Effective Time, the Company Certificate shall, subject to Section 5.08, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company as in connection with effect immediately prior to the Merger, Effective Time shall be amended and restated to read in its entirety in the form of the certificate of incorporation of Merger Sub as in effect immediately prior to read as set forth in Exhibit A the Effective Time and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter further changed or amended as provided therein or by applicable Law.
Law (csubject to Section 6.8); and (ii) At the Effective Time, and without any further action on the part bylaws of the Company and Merger Sub, as in effect immediately prior to the Company Bylaws Effective Time shall be amended and restated to read in their entirety to read as in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be automatically amended and shall become references to the Surviving Corporation Time and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or and in the certificate of incorporation of the Surviving Corporation and by applicable LawLaw (subject to Section 6.8).
(dc) The directors of Merger Sub immediately prior Notwithstanding anything in this Agreement to the Effective contrary, if, at any time occurring on or after the Acceptance Time shall, from and after until the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(e) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise change in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either outstanding Equity Interests of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation shall occur as a result ofof any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or in connection withany stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date during such period, the Merger or otherwise Consideration and any other similarly dependent items, as the case may be, will be equitably adjusted to carry out this Agreement, then reflect such change and provide the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf holders of each of Company Share and Company Equity Award the same economic effect as contemplated by this Agreement prior to such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreementevent.
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Sources: Merger Agreement (Trecora Resources)