Common use of The Mergers Clause in Contracts

The Mergers. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub 1 shall be merged with and into the Company (“Merger 1”), the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation (the “Merger 1 Surviving Corporation”) and as a wholly owned subsidiary of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity National Information Services, Inc.), Agreement and Plan of Merger (Sungard Capital Corp Ii)

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The Mergers. (a) At Upon the Effective Time terms of and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)Company, the separate corporate existence of Merger Sub 1 shall cease cease, and the Company shall continue as the surviving corporation (the “Merger 1 Surviving Corporation”) Corporation and as a wholly owned subsidiary Subsidiary of Parent.

Appears in 2 contracts

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

The Mergers. (a) At Upon the Effective Time terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with the DGCL, at the Effective Time, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)Company, whereupon the separate corporate existence of Merger Sub 1 shall cease and will cease, with the Company shall continue as surviving the surviving corporation (Initial Merger, such that following the “Merger 1 Surviving Corporation”) and as Initial Merger, the Company will be a wholly owned direct subsidiary of Parent. The Initial Merger shall have the effects provided in this Agreement and as specified in the DGCL.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Littelfuse Inc /De), Agreement and Plan of Merger (Ixys Corp /De/)

The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms DGCL and conditions of this Agreement and MBCA, at the applicable provisions of the DGCLFirst Effective Time, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)Company, whereupon the separate corporate existence of Merger Sub 1 shall will cease and the Company shall continue as the surviving corporation (the “Merger 1 First Surviving Corporation”) and as a wholly owned subsidiary of Parent).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Abbott Laboratories)

The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in Article IX, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with the DGCL, at the Company Merger Effective Time, Company Merger Sub 1 shall be merged with and into the Company. As a result of the Company (“Merger 1”)Merger, the separate corporate existence of Company Merger Sub 1 shall cease and the Company shall continue as the surviving corporation of the Company Merger (the “Company Merger 1 Surviving Corporation”) and as a wholly owned subsidiary of ParentHoldco.

Appears in 2 contracts

Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)

The Mergers. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCLTime, Merger I shall be effected pursuant to which Merger Sub 1 shall I will be merged with and into the Company (“Merger 1”)in accordance with the DGCL, whereupon the separate corporate existence of Merger Sub 1 I shall cease cease, and the Company shall continue as be the surviving corporation (the “Merger 1 Initial Surviving CorporationEntity) and as a wholly owned subsidiary of Parent).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Stewart Information Services Corp)

The Mergers. (a) At the Effective Time (as defined in Section 1.2(a)) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)Company, the separate corporate existence of Merger Sub 1 shall cease cease, and the Company shall continue as the surviving corporation. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Merger 1 Surviving Corporation.) and as a wholly owned subsidiary of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emdeon Inc.)

The Mergers. (a) At Upon the Effective Time terms and subject to and upon the terms and conditions of set forth in this Agreement and the applicable provisions of in accordance with the DGCL, Merger Sub 1 One shall be merged with and into the Company (“Merger 1”)at the Effective Time. Following the effective time of the Initial Merger, the separate corporate existence of Merger Sub 1 One shall cease cease, and the Company shall continue as the surviving corporation (in the Initial Merger, and shall succeed to and assume all the rights and obligations of Merger 1 Surviving Corporation”) and as a wholly owned subsidiary of ParentSub One in accordance with the DGCL.

Appears in 1 contract

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

The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at and upon the terms and conditions of this Agreement and the applicable provisions of the DGCLFirst Effective Time, Merger Sub 1 I shall be merged with and into the Company (“Merger 1”)Company, and the separate corporate existence of Merger Sub 1 I shall cease and the cease. The Company shall continue as be the surviving corporation (of the First Merger 1 Surviving Corporation”) pursuant to the terms of this Agreement and as the Certificate of Corporate Merger and, following the First Merger, shall be a wholly wholly-owned subsidiary of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaia, Inc)

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The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms and conditions of this Agreement and the applicable relevant provisions of the DGCL, at the First Effective Time, Merger Sub 1 I shall be merged with and into the Company (“Merger 1”)Company, and the separate corporate existence of Merger Sub 1 I shall cease cease. The Company will become a wholly owned Subsidiary of Parent and the Company shall will continue as the surviving corporation in the First Merger (the “Merger 1 Surviving Corporation”) ). Upon the terms and subject to the conditions set forth in this Agreement, immediately following the First Effective Time and as part of a wholly owned subsidiary of Parent.single integrated transaction, at

Appears in 1 contract

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

The Mergers. (a) At the Effective Time and subject to and Time, upon the terms and subject to the conditions of this Agreement Agreement, and in accordance with the applicable provisions of the DGCLCompanies Act, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)Company. As a result of the Merger, the separate corporate existence of Merger Sub 1 shall cease to exist, and the Company shall continue as the surviving corporation company of the Merger (the “Merger 1 Surviving CorporationCompany”) and as shall become a wholly wholly-owned subsidiary Subsidiary of ParentParentco.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Surf Air Mobility Inc.)

The Mergers. (a) At the Effective Time and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCLAgreement, Merger Sub 1 shall be merged with and into the Company (“Merger 1”)in accordance with the DGCL. Following the Merger, the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue as the surviving corporation (the “Merger 1 Surviving Corporation”) and as a wholly owned subsidiary Subsidiary of ParentBuyer.

Appears in 1 contract

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

The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon in accordance with the terms and conditions of this Agreement DGCL and the applicable provisions of CCC, at the DGCLEffective Time, Merger Sub 1 I shall be merged with and into the Company (“Merger 1”)Company, the separate corporate existence of Merger Sub 1 I shall cease thereupon cease, and the Company shall continue as the surviving corporation (Surviving Corporation in the “Merger 1 Surviving Corporation”) and as a wholly owned subsidiary of ParentFirst Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chavant Capital Acquisition Corp.)

The Mergers. (a) At Upon the Effective Time terms and subject to the conditions set forth in this Agreement, and upon the terms and conditions of this Agreement and the applicable provisions of in accordance with the DGCL, at the Company Merger Effective Time, (i) Merger Sub 1 shall be merged with and into the Company Company, (“Merger 1”), ii) the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue its corporate existence under Delaware law as the surviving corporation in the Company Merger (the “Merger 1 "Surviving Corporation") and as (iii) the Surviving Corporation shall become a wholly wholly-owned subsidiary Subsidiary of Parent.

Appears in 1 contract

Samples: Voting Agreement (Interstate Hotels & Resorts Inc)

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