Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 62 contracts
Sources: Agreement and Plan of Merger (Squarespace, Inc.), Merger Agreement (Thoughtworks Holding, Inc.), Merger Agreement (R1 RCM Inc. /DE)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 32 contracts
Sources: Agreement and Plan of Merger (Sage Therapeutics, Inc.), Merger Agreement (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Chimerix Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 30 contracts
Sources: Merger Agreement, Merger Agreement (ZAGG Inc), Merger Agreement (B. Riley Financial, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 26 contracts
Sources: Merger Agreement (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Mattersight Corp), Merger Agreement (Itron Inc /Wa/)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 24 contracts
Sources: Merger Agreement (WillScot Corp), Agreement and Plan of Merger (Amicus Therapeutics Inc), Merger Agreement (Si Technologies Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.
Appears in 14 contracts
Sources: Merger Agreement (Latch, Inc.), Merger Agreement (NantKwest, Inc.), Agreement and Plan of Merger (AVG Technologies N.V.)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 12 contracts
Sources: Merger Agreement (Tourmaline Bio, Inc.), Merger Agreement (Y-mAbs Therapeutics, Inc.), Merger Agreement (Longboard Pharmaceuticals, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 12 contracts
Sources: Merger Agreement (Israel Technology Acquisition Corp.), Merger Agreement (Juniper Partners Acquisition Corp.), Merger Agreement (Multi Link Telecommunications Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 12 contracts
Sources: Merger Agreement (Medidata Solutions, Inc.), Merger Agreement (Intermolecular Inc), Merger Agreement (American Commercial Lines Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, rights privileges, powers and powers, franchises of the Company and the Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and the Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 11 contracts
Sources: Merger Agreement (BSD Software Inc), Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 11 contracts
Sources: Agreement and Plan of Merger (Accolade, Inc.), Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Avid Bioservices, Inc.)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 11 contracts
Sources: Merger Agreement (RayzeBio, Inc.), Merger Agreement (CinCor Pharma, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 11 contracts
Sources: Merger Agreement (Pacific Ethanol, Inc.), Merger Agreement (Allergan Inc), Merger Agreement (Kratos Defense & Security Solutions, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 10 contracts
Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Aratana Therapeutics, Inc.), Merger Agreement (Skullcandy, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 10 contracts
Sources: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc), Merger Agreement (Qlogic Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Merger Agreement (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Merger Agreement (Softech Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed to pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Shockwave Medical, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Merger Agreement (Axs One Inc), Merger Agreement (Unify Corp), Merger Agreement (Divine Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Business Combination Agreement (Roth CH Acquisition Co.), Merger Agreement (CSLM Acquisition Corp.), Merger Agreement (Swiftmerge Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Sources: Agreement and Plan of Merger (Cea Acquisition Corp), Agreement and Plan of Reorganization (Sanmina Corp/De), Merger Agreement (Kaynar Technologies Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided set forth in this Agreement Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Sources: Merger Agreement (Couchbase, Inc.), Agreement and Plan of Merger (Everbridge, Inc.), Merger Agreement (Everbridge, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Sources: Merger Agreement (Comsys It Partners Inc), Merger Agreement (Matria Healthcare Inc), Merger Agreement (Inverness Medical Innovations Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , without revision or impairment, and (b) debts, liabilities and duties of the Company and Merger Sub will become shall be the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Sources: Merger Agreement (Ikos Systems Inc), Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Tut Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in Company as the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of Company as the Surviving Corporation.
Appears in 7 contracts
Sources: Merger Agreement (Itxc Corp), Merger Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, except as provided by the DGCL.
Appears in 7 contracts
Sources: Merger Agreement (Regulus Therapeutics Inc.), Agreement and Plan of Merger (Bluebird Bio, Inc.), Merger Agreement (Globus Medical Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Sources: Merger Agreement (Boeing Co), Merger Agreement (Knova Software, Inc.), Merger Agreement (Clubcorp Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will the Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Sources: Merger Agreement (Mossimo Inc), Merger Agreement (Xyratex LTD), Merger Agreement (Nstor Technologies Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers powers, franchises and franchises assets of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 7 contracts
Sources: Agreement and Plan of Merger (CCC Information Services Group Inc), Agreement and Plan of Merger (Texas Market Tire, Inc.), Merger Agreement (Spherion Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Sources: Merger Agreement (Information Holdings Inc), Merger Agreement (Click Commerce Inc), Merger Agreement (Imperial Parking Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, duties and duties obligations of the Company and Merger Sub will shall become the debts, liabilities liabilities, duties and duties obligations of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Lantronix Inc), Merger Agreement (Methode Electronics Inc), Merger Agreement (Paychex Inc)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyproperties, rights, privileges, immunities, powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Tufco Technologies Inc), Merger Agreement (Peets Coffee & Tea Inc), Merger Agreement (Green Mountain Coffee Roasters Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, privileges and powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (Herc Holdings Inc), Agreement and Plan of Merger (H&E Equipment Services, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of Merger Sub and the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of Merger Sub and the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Embarcadero Technologies Inc), Merger Agreement (Motorola Inc), Merger Agreement (James River Corp of Virginia)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities Liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities Liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement, Agreement and Plan of Merger, Merger Agreement (Black Box Corp)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, property rights, privileges, immunities, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 6 contracts
Sources: Merger Agreement (Biosite Inc), Merger Agreement (Beckman Coulter Inc), Merger Agreement (Biosite Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time Time, the Surviving Corporation shall have all (a) of the propertyproperties, rights, privileges, purposes, and powers and franchises debts, duties, and liabilities of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 5 contracts
Sources: Agreement and Plan of Merger, Merger Agreement (Investools Inc), Agreement and Plan of Merger (Google Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Sources: Merger Agreement (Mapquest Com Inc), Merger Agreement (Dallas Semiconductor Corp), Merger Agreement (Generex Biotechnology Corp)
Effect of the Merger. At and after the Effective Time, the effect of the Merger will be as provided have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub Mergerco will vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub Mergerco will become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Sources: Merger Agreement (Media Arts Group Inc), Merger Agreement (Troy Group Inc), Merger Agreement (Media Arts Group Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise agreed to pursuant to the terms of this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debtsall restrictions, liabilities disabilities and duties of the Company and Merger Sub will shall become the debtsrestrictions, liabilities disabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Sources: Merger Agreement (Yext, Inc.), Merger Agreement, Merger Agreement
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all of the debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Acquisition Agreement, Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions in Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Recapitalization Agreement (Neff Finance Corp.), Merger Agreement (Neff Rental LLC), Merger Agreement (Driftwood Ventures, Inc.)
Effect of the Merger. At the Merger Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject theretoafter the Merger Effective Time, at the Effective Time Surviving Corporation shall possess all (a) of the propertyproperties, rights, privileges, powers and franchises of Parent and Merger Sub, and all of the Company claims, obligations, liabilities, debts and duties of Parent and Merger Sub will vest shall be vested in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Business Combination Agreement (Pure Acquisition Corp.), Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and in Article II hereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Foamex Capital Corp), Merger Agreement (Trace International Holdings Inc), Merger Agreement (Foamex International Inc)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger FKW Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger FKW Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Robertson M G), Merger Agreement (Regent University), Merger Agreement (Christian Broadcasting Network Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the WBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Endo Pharmaceuticals Holdings Inc), Merger Agreement (Perceptive Advisors LLC), Merger Agreement (Penwest Pharmaceuticals Co)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of in the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Synergx Systems Inc), Merger Agreement (Hirsch International Corp), Merger Agreement (Hirsch International Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in Company as the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of Company as the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Doubleclick Inc), Merger Agreement (Abacus Direct Corp), Merger Agreement (Doubleclick Inc)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Amis Holdings Inc), Merger Agreement (On Semiconductor Corp), Merger Agreement (On Semiconductor Corp)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (BakerCorp International, Inc.), Merger Agreement (United Rentals North America Inc), Merger Agreement (Michael Foods Group, Inc.)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, assets, rights, privileges, immunities, purposes, powers and franchises of each of the Company and Merger Sub will shall vest in the Surviving Corporation; Company without transfer, reversion or impairment and (b) all debts, obligations and liabilities and duties of each of the Company and Merger Sub will shall become the debts, obligations and liabilities and duties of the Surviving CorporationCompany.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.), Merger Agreement (Evofem Biosciences, Inc.)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Brining David R), Merger Agreement (Kci Acquisition Corp), Merger Agreement (Valley Forge Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided in this Agreement, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Andrx Corp /De/), Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc)
Effect of the Merger. (a) At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing (and subject thereto), at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
(b) [Reserved].
Appears in 4 contracts
Sources: Merger Agreement (Emc Corp), Merger Agreement (Data Domain, Inc.), Merger Agreement (Emc Corp)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers immunities, powers, franchises and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; Corporation and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of each of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises property of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Merger Agreement (Borland Software Corp), Merger Agreement (Starbase Corp), Merger Agreement (Borland Software Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company Medicus and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Medicus and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Medicus Systems Corp /De/), Merger Agreement (Quadramed Corp), Agreement and Plan of Reorganization (Quadramed Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and Merger Sub will vest in the Surviving Corporation; and (b) franchises, debts, liabilities Liabilities, duties and duties of the Company and Merger Sub will become the debts, liabilities and duties obligations of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Nuvasive Inc), Master Agreement, Agreement and Plan of Reorganization (Critical Path Inc)
Effect of the Merger. At the Merger Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time all (a) of the property, rights, privileges, privileges and powers and franchises of the Company and Merger Acquisition Sub will shall vest in the Surviving Corporation; , and (b) debts, all liabilities and duties of the Company and Merger Acquisition Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Citrix Systems Inc), Merger Agreement (Forbes Medi Tech Inc), Merger Agreement (Citrix Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the The Merger will be as have the effects provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Parent shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Parent shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Target shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Target shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; Sub, and (b) shall be subject to all debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationSub.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Digene Corp), Merger Agreement (Autologic Information International Inc), Agreement and Plan of Merger (Digene Corp)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Intersil Corp/De), Merger Agreement (On Semiconductor Corp), Merger Agreement (California Micro Devices Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement accordance with the DGCL and the applicable provisions of the DGCLFBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc), Merger Agreement (Webmethods Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of each of the Company and Merger Sub will Purchaser shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Crane Co /De/), Merger Agreement (Signal Technology Corp), Merger Agreement (Crane Co /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger will -------------------- shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers powers, and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Ydi Wireless Inc), Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time by virtue of the Merger and without any action on the part of Merger Sub or the Company, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; Company, and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 3 contracts
Sources: Merger Agreement (NV5 Global, Inc.), Merger Agreement (Tyler Technologies Inc), Merger Agreement (Flir Systems Inc)
Effect of the Merger. At and after the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises franchises, and be subject to all of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debtsrestrictions, liabilities disabilities and duties of the Company and Merger Sub will become the debtsSub, liabilities and duties as provided under Section 259 of the Surviving CorporationDGCL.
Appears in 3 contracts
Sources: Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.), Merger Agreement (Viggle Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers rights and franchises property of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) debts, all debts and liabilities and duties of the Company and Merger Sub will shall become the debts, debts and liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Unique Fabricating, Inc.), Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)
Effect of the Merger. At From and after the Effective Time, the effect of ----------------------- Merger shall have all the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) Time, by virtue of the propertyMerger, all properties, rights, privileges, powers and franchises of the Company TARGET and Merger Sub will ACQUISITION CORP. shall vest in the Surviving Corporation; SURVIVING CORPORATION and (b) all debts, liabilities and duties of the Company TARGET and Merger Sub will ACQUISITION CORP. shall become the debts, liabilities and duties of the Surviving CorporationSURVIVING CORPORATION.
Appears in 3 contracts
Sources: Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc), Merger Agreement (Genesis Bioventures Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Endo, Inc.), Merger Agreement (Biospecifics Technologies Corp), Merger Agreement (Endo International PLC)
Effect of the Merger. At and after the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and WBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Plato Learning Inc), Merger Agreement (Wasatch Interactive Learning Corp), Merger Agreement (Plato Learning Inc)
Effect of the Merger. At The effect of the Merger shall be as provided in Section 251 of the DGCL. As a result of the Merger, by operation of law and without further act or deed, at the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers interests and franchises other assets of the Company and Merger Sub will vest shall be transferred to and vested in the Surviving Corporation; , and (b) debts, the Surviving Corporation shall assume all of the liabilities and duties obligations of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving CorporationSub.
Appears in 3 contracts
Sources: Plan of Merger (Lawson Holdings, Inc.), Plan of Merger (Lawson Software Inc), Merger Agreement (New M-Flex Holding CORP)
Effect of the Merger. At The Merger shall have the Effective Time, the effect of the Merger will be as provided effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time Time, all (a) of the propertyproperties, rights, privileges, immunities, licenses, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Novelis Inc.), Merger Agreement (Aleris Corp), Merger Agreement (Novelis Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Cirrus Logic, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.)
Effect of the Merger. At The Merger shall have the Effective Timeeffects set forth in this Agreement, the effect Certificate of the Merger will be as provided and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.), Merger Agreement (Hill International, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided herein, in this Agreement the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (IntraLinks Holdings, Inc.), Merger Agreement (Synchronoss Technologies Inc), Merger Agreement (Meru Networks Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Acquisition shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Acquisition shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Go2net Inc), Merger Agreement (Lycos Inc), Merger Agreement (Lycos Inc)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyassets, properties, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Document Security Systems Inc), Merger Agreement (Vringo Inc), Merger Agreement (Bio Lok International Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company Seller and Merger Sub will Acquisition Subsidiary shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Seller and Merger Sub will Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Discovery Laboratories Inc), Merger Agreement (Discovery Laboratories Inc /De/), Merger Agreement (Discovery Laboratories Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, the Surviving Corporation shall possess all (a) of the property, rights, privileges, powers and franchises franchises, and all other interests of the Company and Merger Sub will vest in shall be the property of the Surviving Corporation; , and (b) all debts, liabilities and duties of each of the Company and Merger Sub will become shall be the debts, liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Sources: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Kensington Capital Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL and other applicable Law.
Appears in 3 contracts
Sources: Merger Agreement (Mikros Systems Corp), Merger Agreement (TransDigm Group INC), Merger Agreement (Esterline Technologies Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the NDFC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, assets, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Company, if any, at the Effective Time shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Digital Bridge Inc), Merger Agreement (Digital Bridge Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company Alliance and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company Alliance and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Liquid Audio Inc), Merger Agreement (Liquid Audio Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will Purchaser shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Specialty Equipment Companies Inc), Merger Agreement (GRC International Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, except as otherwise provided herein, all (a) of the property, rights, privileges, powers and franchises of the Company and Transitory Merger Sub will and Dresser shall vest in the Surviving Corporation; surviving corporation, and (b) all debts, liabilities and duties of the Company and Transitory Merger Sub will and Dresser shall become the debts, liabilities and duties of the Surviving Corporationsurviving corporation.
Appears in 2 contracts
Sources: Merger Agreement (Dresser Inc), Merger Agreement (Dresser Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of and subject to the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, assets, rights, privileges, immunities, powers and franchises of Merger Sub and the Company and Merger Sub will shall vest in the Company as the Surviving Corporation; Corporation and (b) all of the debts, liabilities and duties of Merger Sub and the Company and Merger Sub will shall become the debts, liabilities and duties of the Company as the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Brigham Exploration Co), Merger Agreement (Statoil Asa)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, immunities, powers franchises, licenses and franchises authority of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities liabilities, obligations and duties of the Company and Merger Sub will shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Valueclick Inc/Ca)
Effect of the Merger. At the Effective Time, the effect of Merger shall have the Merger will be as provided effects set forth in this Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the propertyproperties, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties obligations of the Company and Merger Sub will shall become the debts, liabilities and duties obligations of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co Inc /De/), Merger Agreement (Belo Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Tessco Technologies Inc), Merger Agreement (Mandiant, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest shall be vested in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Case Credit Corp), Merger Agreement (Case Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will shall vest in the Surviving Corporation; Company, and (b) all debts, liabilities and duties of the Company and Merger Sub will shall become the debts, liabilities and duties of the Surviving CorporationCompany.
Appears in 2 contracts
Sources: Merger Agreement (Expressjet Holdings Inc), Merger Agreement (Skywest Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger will shall be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the assets, property, rights, privileges, immunities, powers and franchises of the Company TeleCorp and Merger Sub will shall vest in the Surviving Corporation; , and (b) all debts, liabilities and duties of the Company TeleCorp and Merger Sub will shall become the debts, liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Telecorp PCS Inc /Va/), Merger Agreement (At&t Wireless Services Inc)