The Second Merger. (i) At the Second Effective Time, the Surviving Corporation shall be merged with and into Merger Sub II, the separate existence of the Surviving Corporation shall cease and Merger Sub II shall be the surviving entity of the Second Merger pursuant to the terms of this Agreement and the Second Certificate of Merger. The surviving entity after the Second Effective Time is sometimes referred to herein as the “Surviving Entity”. The effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the foregoing, from and after the Second Effective Time, all of the property, rights, powers, privileges and franchises of the Surviving Corporation and Merger Sub II shall be vested in the Surviving Entity and all of the debts, obligations, liabilities, restrictions and duties of the Surviving Corporation and Merger Sub II shall become the debts, obligations, liabilities, restrictions and duties of the Surviving Entity, all as provided under the DGCL and the DLLCA.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)
The Second Merger. (i) At Upon the terms and subject to the conditions of this Agreement, at the Second Merger Effective Time, pursuant to the provisions of the DGCL and the Act, the Initial Surviving Corporation Entity shall be merged with and into Merger Sub II2, and the separate corporate existence of the Initial Surviving Corporation Entity shall thereupon cease in accordance with the provisions of the DGCL and the Act. Merger Sub II 2 shall be the surviving entity of in the Second Merger and shall continue to exist as a wholly owned Subsidiary of Parent (the “Surviving Entity”). The Second Merger shall have the effects specified in the DGCL and the Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Merger Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement and the Second Certificate of Merger. The surviving entity after the Second Effective Time is sometimes referred to herein as the “Surviving Entity”. The effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the foregoing, from and after the Second Effective TimeAgreement, all of the property, rights, powersprivileges, privileges powers and franchises of the Initial Surviving Corporation Entity and Merger Sub II 2 shall be vested vest in the Surviving Entity Entity, and all of the debts, obligations, liabilities, restrictions liabilities and duties of the Initial Surviving Corporation Entity and Merger Sub II 2 shall become the debts, obligations, liabilities, restrictions liabilities and duties of the Surviving Entity, all as provided under the DGCL and the DLLCA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Money Express, Inc.), Agreement and Plan of Merger (Fintech Acquisition Corp. II)
