Common use of The Mergers Clause in Contracts

The Mergers. (a) At the First Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 4 contracts

Samples: Merger Agreement (DFP Healthcare Acquisitions Corp.), Merger Agreement (Supernova Partners Acquisition Company, Inc.), Merger Agreement (Hudson Executive Investment Corp.)

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The Mergers. (a) At the First Effective Time, on Upon the terms and subject to the conditions set forth herein in Article VIII, and following the Domestication, the Conversion, and the conversion of the Company Preferred Stock pursuant to Section 3.1(a), and in accordance with the applicable provisions of the DGCL, First Merger Sub and at the Company shall consummate the First MergerEffective Time, pursuant to which First Merger Sub shall be merged with and into the Company. As a result of the First Merger, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after surviving corporation of the First Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on Upon the terms and subject to the conditions set forth herein in Article VIII, and following the Domestication, the Conversion, the conversion of the Company Preferred Stock pursuant to Section 3.1(a), and the Effective Time, and in accordance with the applicable provisions of DLLCA, at the DGCL and the DLLCASecond Effective Time, the Surviving Corporation shall be merged with and into the Second Merger Sub. As a result of the Second Merger, following which the separate corporate existence of the Surviving Corporation shall cease and the Second Merger Sub shall continue as the Surviving Entity after surviving entity of the Second Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 2 contracts

Samples: Business Combination Agreement (Jet Token Inc.), Business Combination Agreement (Oxbridge Acquisition Corp.)

The Mergers. (a) At the First Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly wholly-owned subsidiary of Acquiror Parent (provided provided, that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) . At the Second Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger SubSub II, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub II shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror Parent (provided provided, that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.), Merger Agreement (InterPrivate III Financial Partners Inc.)

The Mergers. (a) At the First Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned subsidiary of Acquiror Parent (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 2 contracts

Samples: Merger Agreement (Crescent Acquisition Corp), Merger Agreement (Crescent Acquisition Corp)

The Mergers. (a) At the First Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly wholly-owned subsidiary of Acquiror Parent (provided provided, that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly wholly-owned subsidiary of Acquiror Parent (provided provided, that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 2 contracts

Samples: Merger Agreement (Gores Holdings III, Inc.), Merger Agreement (Gores Holdings II, Inc.)

The Mergers. (a) At the First Reorganization Effective TimeTime (as defined below), on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the Companies Act and the DGCL, Merger Sub 1 shall be merged with and into Acquiror, following which the separate corporate existence of Merger Sub 1 shall cease and Acquiror shall continue as the Surviving Reorganization Corporation after the Reorganization Merger and as a direct, wholly-owned subsidiary of Pubco (provided that references to the Acquiror for periods after the Reorganization Effective Time shall include the Surviving Reorganization Corporation). (b) At the Acquisition Effective Time (as defined below), on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub 2 shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub 2 shall cease and the Company shall continue as the Surviving Corporation after the First Merger and Acquisition Corporationand as a direct, wholly wholly-owned subsidiary of Acquiror Pubco (provided that references to the Company for periods after the First Effective Time until the Second Acquisition Effective Time shall include the Surviving Acquisition Corporation). (b) At the Second Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 1 contract

Samples: Merger Agreement (Battery Future Acquisition Corp.)

The Mergers. (a) At the First Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned subsidiary of Acquiror (provided Buyer; provided, that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror (provided Buyer; provided, that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 1 contract

Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)

The Mergers. (a) At the First Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly wholly-owned subsidiary Subsidiary of Acquiror Parent (provided provided, that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly wholly-owned subsidiary Subsidiary of Acquiror Parent (provided provided, that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 1 contract

Samples: Merger Agreement (Stable Road Acquisition Corp.)

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The Mergers. (a) At the First Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned subsidiary of Acquiror Buyer (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation shall be merged with and into Second Merger Sub, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror Buyer (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 1 contract

Samples: Merger Agreement (Mudrick Capital Acquisition Corp. II)

The Mergers. (a) At the First Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL, First Merger Sub I and the Company shall consummate the First Merger, pursuant to which First Merger Sub I shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub I shall cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned subsidiary of Acquiror Parent (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At the Second Effective Time, on upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, Merger Sub II and the Surviving Corporation shall consummate the Second Merger, pursuant to which the Surviving Corporation shall be merged with and into Second Merger SubSub II, following which the separate corporate existence of the Surviving Corporation shall cease and Second Merger Sub II shall continue as the Surviving Entity LLC after the Second Merger and as a direct, wholly owned subsidiary of Acquiror Parent (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving EntityLLC).

Appears in 1 contract

Samples: Merger Agreement (Vesper Healthcare Acquisition Corp.)

The Mergers. (a) At the First Effective Time, on Upon the terms and subject to the conditions set forth herein in this Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, the First Merger Sub and the Company shall consummate the First Merger, be consummated pursuant to which First Merger Sub shall be merged with and into the Company, following which and the separate corporate existence of First Merger Sub shall cease and the cease. The Company shall will continue as the Surviving Corporation after surviving corporation in the First Merger (the “Surviving Corporation”). Immediately following the Effective Time, and as a directpart of the same plan, wholly owned subsidiary of Acquiror (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving Corporation). (b) At at the Second Effective Time, on and subject to and upon the terms and subject to the conditions set forth herein of this Agreement and in accordance with the applicable provisions of the DGCL and the DLLCA, Merger Sub 2 and the Surviving Corporation Company, as the surviving corporation and a wholly owned subsidiary of the Purchaser after the First Merger, shall consummate the Second Merger, pursuant to which the Company shall be merged with and into Second Merger SubSub 2, following which the separate corporate existence of the Surviving Corporation Company shall cease and Second Merger Sub 2 shall continue as the Surviving Entity surviving entity after the Second Merger and (Merger Sub 2, as a directthe surviving entity of the Second Merger, wholly owned subsidiary of Acquiror (provided hereinafter sometimes referred to as the “Surviving Entity”; provided, that references to the Company or the Surviving Corporation Merger Sub 2 for periods after the Second Effective Time shall include the Surviving Entity).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Portage Biotech Inc.)

The Mergers. (a) At the First Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCLDGCL and the DLLCA, First Merger Sub and the Company shall consummate the First Merger, pursuant to which First Merger Sub shall be merged with and into the Company, following which the separate corporate existence of First Merger Sub shall cease and the Company shall continue as the Surviving Corporation Company after the First Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company for periods after the First Effective Time until the Second Effective Time shall include the Surviving CorporationCompany). (b) At the Second Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL and the DLLCA, the Surviving Corporation Company shall be merged with and into Second Merger SubAcquiror, following which the separate corporate existence of the Surviving Corporation Company shall cease and Second Merger Sub Acquiror shall continue as the Surviving Entity after the Second Merger and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company or the Surviving Corporation Company for periods after the Second Effective Time shall include the Surviving Entity). (c) The provisions of this Agreement relating exclusively to the First Merger and exclusively to the Second Merger, respectively, constitute separate respective agreements and plans of merger for purposes of the DGCL and the DLLCA.

Appears in 1 contract

Samples: Merger Agreement (Genesis Park Acquisition Corp.)

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