The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCL, at the First Effective Time, Corporate Sub shall be merged with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Walt Disney Co/)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Effective Time, Corporate Sub shall be merged with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of ParentMerger, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Time Warner Inc.)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCLAgreement, at the First Effective Time, Corporate Merger Sub shall be merged with and into the Company and the separate corporate existence of Corporate Merger Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of ParentMerger, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article IISection 1.5. The Initial Merger shall have the effects specified in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GrubHub Inc.), Agreement and Plan of Merger
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and the DGCL, at the First Effective Time, Corporate Sub shall be merged with and into the Company and the separate corporate existence of Corporate Sub shall thereupon cease. The Company shall be the surviving company in the Initial Merger as a wholly owned Subsidiary of Parent, and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Initial Merger, except as set forth in Article II. The Initial Merger shall have the effects specified in the DGCL.Article
Appears in 1 contract
Samples: Agreement and Plan of Merger
