Common use of The Merger Clause in Contracts

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 16 contracts

Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (New Relic, Inc.), Agreement and Plan of Merger

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The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Acquisition Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Acquisition Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 15 contracts

Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Itron Inc /Wa/)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 12 contracts

Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Transphorm, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 11 contracts

Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (TearLab Corp), Agreement and Plan of Merger (Upland Software, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 10 contracts

Samples: Agreement and Plan of Merger (HireRight Holdings Corp), Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Powerschool Holdings, Inc.), Agreement and Plan of Merger (Perficient Inc), Agreement and Plan of Merger (Kaleyra, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a wholly-owned Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Houston Wire & Cable CO), Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (Nuance Communications, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as an indirect wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.), Agreement and Plan of Merger (Enova International, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Actividentity Corp), Agreement and Plan of Merger (Vista Equity Partners Fund III LP), Agreement and Plan of Merger (Sumtotal Systems Inc)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (Ormat Technologies, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Acquisition Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Acquisition Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. Such merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 3 contracts

Samples: Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Coast Distribution System Inc), Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (ai) Merger Sub will be merged merge with and into the Company; (bii) the separate corporate existence of Merger Sub will thereupon cease; and (ciii) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a wholly owned Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent and US Holdco (sometimes referred to herein as the “Surviving Corporation”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (PRA Health Sciences, Inc.), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateMerger Effective Time, (a) Merger Acquisition Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Acquisition Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as a wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.), Agreement and Plan of Merger (Civitas Solutions, Inc.)

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) , with the Company will continue as being the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as (the “Surviving Corporation”). The Merger will be governed by Section 251(h) of the DGCL and will be effected as soon as practicable following the Offer Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Depot, Inc.), Agreement and Plan of Merger (HD Supply Holdings, Inc.)

The Merger. Upon (i) On the terms of and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of DGCL and the DGCLNRS, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) Company shall consummate the Merger at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 2 contracts

Samples: Business Combination Agreement (Minority Equality Opportunities Acquisition Inc.), Business Combination Agreement (Digerati Technologies, Inc.)

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, on the Closing Date, (a) Merger Sub will be merged shall merge with and into the Company; Company (bthe “Merger”) at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue as the surviving corporation company of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 2 contracts

Samples: Business Combination Agreement (Atlas Crest Investment Corp.), Business Combination Agreement (Atlas Crest Investment Corp.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.), Agreement and Plan of Merger (Zymergen Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the Company; and (b) the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glass House Brands Inc.), Agreement and Plan of Merger (Glass House Brands Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is sometimes Parent (referred to herein as the “Surviving Corporation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (Liquid Media Group Ltd.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Merger (the Company, as the surviving corporation of after giving effect to the Merger, is sometimes referred to herein as the “Surviving Corporation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Globus Medical Inc), Agreement and Plan of Merger

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, : (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oak Street Health, Inc.), Agreement and Plan of Merger (CVS HEALTH Corp)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a wholly owned Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; HoldCo, (b) the separate corporate existence of Merger Sub will thereupon cease; , and (c) the Company HoldCo will continue its corporate existence under the DGCL with respect to the Merger as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions in accordance with Section 253 and other relevant sections of the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a wholly-owned Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Baler Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing DateDate and at the Effective Time, (a) Merger Sub will shall be merged with and into the Company; (b) Agere, the separate corporate existence of Merger Sub will shall thereupon cease; cease and (c) the Company will Agere shall continue as the surviving corporation of the Merger. The CompanyAgere, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Agere Systems Inc)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the NRS 78 and DGCL, on as applicable, at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is Parent (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will shall be merged with and into the Company; , (b) the separate corporate existence of Merger Sub will shall thereupon cease; , and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving CorporationCompany.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rent a Center Inc De)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altair Engineering Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Date and at the Effective Table of Contents Time Merger Sub will shall be merged with and into the Company; (b) Agere, the separate corporate existence of Merger Sub will shall thereupon cease; cease and (c) the Company will Agere shall continue as the surviving corporation of the Merger. The CompanyAgere, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lsi Logic Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing DateDate at the Effective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thoughtworks Holding, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including pursuant to Section 251(h) thereof), on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castlight Health, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL (including Section 251(h) thereof), on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Squarespace, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.” The Merger will be governed by, and effected pursuant to, Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)

The Merger. Upon (i) On the terms of and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) Company shall consummate the Merger at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 1 contract

Samples: Business Combination Agreement (Fortune Rise Acquisition Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, on the Closing DateDate (as defined below) and at the Effective Time (as defined below), (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will thereupon shall cease; , and (c) the Company will shall continue its corporate existence as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”) and as a wholly owned subsidiary of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vivakor, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echelon Corp)

The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and the applicable provisions of in compliance with the DGCL, on at the Closing Date, (a) Merger Sub will shall be merged with and into the Company; , the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (a) the corporation surviving the Merger after the Effective Time is sometimes referred to as the "Surviving Corporation" and (b) the separate corporate existence of Company and Merger Sub will thereupon cease; and (c) the Company will continue are collectively referred to as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation"Constituent Corporations".

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sepracor Inc /De/)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCLDGCL and DLLCA, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate limited liability company existence of Merger Sub will thereupon cease; and (c) the Company will continue under the name “Atlas Technical Consultants, Inc.” as the surviving corporation of the MergerMerger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)

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The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and a wholly owned Subsidiary of the Merger. The Company, as the surviving corporation of the Merger, is XXXX (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bridger Aerospace Group Holdings, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Acquisition Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Acquisition Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a direct wholly-owned Subsidiary of GlaxoSmithKline LLC and an indirect wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cambrex Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifelock, Inc.)

The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and Agreement, at the applicable provisions of the DGCL, on the Closing DateEffective Time, (ai) Merger Sub will be merged merge with and into the Company; Company in accordance with the DGCL to effect the Merger and (bii) the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of company in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving CorporationCompany”). The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PLBY Group, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Date and at the Effective Time Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forgent Networks Inc)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions Section 251(h) of the DGCL, on at the Closing DateEffective Time, (a) Merger Acquisition Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Acquisition Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mattersight Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the "Surviving Corporation." 2.2

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marketo, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub the Company will be merged merge with and into the Company; Merger Sub, and (b) the separate corporate existence of the Company will cease and Merger Sub will thereupon cease; and (c) continue its corporate existence under the Company will continue DGCL as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliqua BioMedical, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing Date, Effective Time: (a) Merger Sub will be merged merge with and into the CompanyCompany (the “Merger”); (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation in the Merger and as a subsidiary of Buyer following the Merger. The Company, as the surviving corporation of the Merger, is Merger (sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)

The Merger. Upon Subject to the terms and subject to the conditions set forth of this Agreement, and in this Agreement and the applicable provisions of accordance with the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged merge with and into the Company; , with (ba) the separate corporate existence of Merger Sub will thereupon cease; ceasing and (cb) the Company will continue surviving the Merger as a wholly-owned subsidiary of Buyer (the surviving corporation of the Merger. The Company, as the surviving corporation of after the MergerEffective Time, is sometimes referred to herein as the “Surviving Corporation.Company)

Appears in 1 contract

Samples: Agreement and Plan of Merger (Masimo Corp)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub Purchaser will be merged with and into the Company; (b) the separate corporate existence of Merger Sub Purchaser will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a wholly owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.” The Merger shall be governed by Section 251(h) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)

The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will thereupon cease; cease and (c) the Company will continue as the surviving corporation and a wholly-owned subsidiary of the MergerParent. The Company, as the surviving corporation of in the Merger, is sometimes hereinafter referred to herein as the “Surviving Corporation.” The Merger will, from and after the Effective Time, have all the effects of a merger under the applicable provisions of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacira Pharmaceuticals, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and a Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the MergerMerger and as an indirect Subsidiary of Parent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Poshmark, Inc.)

The Merger. Upon (i) On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, on the Closing Date, (a) AMHC, Merger Sub will be merged with and into the Company; (b) Company shall consummate the Merger at the Effective Time. Upon the consummation of the Merger, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Company, as the surviving corporation of the Merger, is sometimes Merger (hereinafter referred to herein for the periods at and after the Effective Time as the “Surviving CorporationCompany”).

Appears in 1 contract

Samples: Subscription Agreement (Amplitude Healthcare Acquisition Corp)

The Merger. Upon the terms and subject to the conditions set ---------- forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time (as defined in Section 1.03 of this Agreement), (a) Merger Sub will shall be merged with ------------ and into the Company; (b) . As a result of the Merger, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue as the surviving corporation of the MergerMerger (the "Surviving Corporation"). The Companyname of --------------------- the Surviving Corporation shall continue after the Effective Time to be "Compression Labs, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving CorporationIncorporated."

Appears in 1 contract

Samples: Stock Option Agreement (Compression Labs Inc)

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will be merged shall merge with and into SPAC (the Company; (b“Merger”) at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will SPAC shall continue as the surviving corporation company of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 1 contract

Samples: Business Combination Agreement (Mount Rainier Acquisition Corp.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on the Closing Date, (a) Merger Sub will shall be merged with and into the Company; (b) , the separate corporate existence of Merger Sub will shall thereupon cease; cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Double-Take Software, Inc.)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions Section 251(h) of the DGCL, on the Closing Date, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Inc)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation in the Merger and a wholly owned Subsidiary of the MergerParent. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rackspace Hosting, Inc.)

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the DGCL, on the Closing Date, (a) Date Merger Sub will be merged shall merge with and into SPAC (the Company; (b“Merger”) at the Effective Time. Following the Effective Time, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will SPAC shall continue as the surviving corporation company of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mobiv Acquisition Corp)

The Merger. Upon On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on the Closing Date, (a) Merger Sub will shall be merged with and into the Company; (b) Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon cease; shall cease and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes Merger (referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)

The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and the applicable provisions of in accordance with the DGCL, on at the Closing DateEffective Time, (a) the Merger Sub will be merged merge with and into the Company; , and (b) the separate corporate existence of the Merger Sub will thereupon cease; cease and (c) the Company will continue its corporate existence under the DGCL as the surviving corporation of in the Merger. The Company, Merger (as the surviving corporation of in the Merger, is sometimes referred to herein as the “Surviving Corporation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the DGCL, on at the Closing DateEffective Time, (a) Merger Sub will be merged with and into the Company; (b) the separate corporate existence of Merger Sub will thereupon cease; and (c) the Company will continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.” 2.2

Appears in 1 contract

Samples: Agreement and Plan of Merger (Squarespace, Inc.)

The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement and the applicable provisions of in accordance with the DGCL, on the Closing Date, (a) Merger Sub will be merged shall merge with and into the Company; Company (b) the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; , and (c) the Company will shall continue as the surviving corporation of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as Merger (the “Surviving CorporationCompany”).

Appears in 1 contract

Samples: Business Combination Agreement (Environmental Impact Acquisition Corp)

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