Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Closure Medical Corp), Merger Agreement (Pioneer Companies Inc), Merger Agreement (Bristol West Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged, and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (Liquid Media Group Ltd.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the parties Company may agree to in writing, Parent, Merger Sub and the Company shall file cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in such form as required by and acknowledged by the parties in accordance with the relevant provisions Section 251 of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later other date and time as is agreed upon by Parent and the Company shall agree and shall specify specified in the Certificate of Merger (in accordance with the DGCL, such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file cause the Merger to be consummated by executing and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”) ), in such form as is required by, and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (Workhorse Group Inc.), Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (20/20 Biolabs, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties Parties shall file cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (as provided under the “Certificate of Merger”) executed DGCL and acknowledged make any other filings, recordings or publications required to be made by the parties Company or Purchaser under the DGCL in accordance connection with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLMerger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at on such later other date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Company, Parent and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (Harvard Bioscience Inc), Merger Agreement (MassRoots, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date, a Certificate of Merger substantially in the parties form of Exhibit A (the “Certificate of Merger”) shall file be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (K2 Inc), Merger Agreement (K2 Inc), Merger Agreement (Valueclick Inc/Ca)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Target, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall and will make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by the Target and Parent in writing and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Enernoc Inc), Merger Agreement (World Energy Solutions, Inc.), Merger Agreement (Clearlake Capital Partners Ii Lp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 5 contracts
Sources: Merger Agreement (Overseas Shipholding Group Inc), Merger Agreement (Johnson & Johnson), Merger Agreement (Maritrans Inc /De/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties Parties shall file cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (as provided under the “Certificate of Merger”) executed DGCL and acknowledged make any other filings, recordings or publications required to be made by the parties Company or Merger Sub under the DGCL in accordance connection with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLMerger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at on such later other date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement (U.S. Concrete, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 5 contracts
Sources: Merger Agreement (Aki Inc), Agreement and Plan of Merger (Monsanto Co /New/), Merger Agreement (Von Hoffmann Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on the Closing Date, Parent, Sub and the parties Company shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as is required by, and executed and acknowledged by the parties in accordance with with, the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or and recordings required under the DGCL. The Merger shall become effective upon the filing of at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware, Delaware in accordance with the DGCL or at such later subsequent date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings), Merger Agreement (Fidelity National Financial, Inc.)
Effective Time. Subject to Parent, Sub and the provisions of this Agreement, as soon as practicable on the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable to be filed on or after the Closing Date, shall make all Date (or on such other filings or recordings required under date as Parent and the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger Company may agree in writing) with the Secretary of State of the State of DelawareDelaware as provided in the DGCL, and shall make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at the time at which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon in writing by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the Merger, and such time the Merger becomes effective being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Sources: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp), Merger Agreement (J.M. Tull Metals Company, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file the certificate of merger as contemplated by the DGCL (the “Certificate of Merger”), together with any required related certificates, filings and recordings, with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) Delaware, in such form as required by, and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL andof, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later date and time as Parent and the Company shall and Parent may agree upon and shall specify as is set forth in the such Certificate of Merger (the time the Merger becomes effective being such time, the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (CVS HEALTH Corp), Merger Agreement (Omnicare Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Company and Parent shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware, or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Innoviva, Inc.), Merger Agreement (Entasis Therapeutics Holdings Inc.), Merger Agreement (Telenav, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on following the Closing DateClosing, the parties Company shall prepare and file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and the Closing Date, shall make all other filings or recordings required under the DGCLLLC Act. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later subsequent date or time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being referred to as the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and filed with the Closing Date, shall make all other filings or recordings required under Secretary of State of the DGCLState of Delaware (the “Delaware Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such later subsequent time or date as the Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).
Appears in 4 contracts
Sources: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (Network Equipment Technologies Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties Parties shall file cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (as provided under the “Certificate of Merger”) executed DGCL and acknowledged make any other filings, recordings or publications required to be made by the parties Company or Merger Sub under the DGCL in accordance connection with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLMerger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the Company shall prepare, and on the Closing Date, Date the parties Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with Company and Parent will cause the Secretary of State of the State of Delaware Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) executed ), to be executed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware, Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Seacor Holdings Inc /New/), Merger Agreement (Vivint Solar, Inc.), Merger Agreement (Genesee & Wyoming Inc)
Effective Time. Subject to the provisions terms and conditions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Parent and Company shall file cause to be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and), as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under provided in Section 251 of the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware, or at such later other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the such date and time the Merger becomes effective being the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (United Rentals North America Inc), Merger Agreement (Neff Corp), Merger Agreement (Neff Corp)
Effective Time. Subject to the provisions of this Agreement, Contemporaneously with or as soon promptly as practicable on after the Closing DateClosing, Parent and the parties Company shall file cause to be filed with the Secretary of State of the State of Delaware a properly executed certificate of merger (conforming to the “Certificate requirements of Merger”) the DGCL, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and(the “Certificate of Merger”), as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger shall become effective upon the filing of when the Certificate of Merger with is accepted for recording by the Secretary of State of the State of Delaware, Delaware or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time at which the Merger becomes effective being effective, the “Effective Time”).
Appears in 4 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the Company shall prepare, and on the Closing DateDate the Company (or Sub, in the parties case of a certificate of ownership and merger) shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (or a certificate of ownership and merger, as the case may be) (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later subsequent time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged, and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by the Company, Parent and the Company shall agree US Holdco in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Akoya Biosciences, Inc.), Agreement and Plan of Merger (Quanterix Corp), Agreement and Plan of Merger (Quanterix Corp)
Effective Time. Subject Prior to the provisions of this AgreementClosing Parent shall prepare, as soon as practicable and on the Closing Date, Date the parties Surviving Entity shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Opticare Health Systems Inc), Merger Agreement (Refac), Merger Agreement (Refac)
Effective Time. Subject to Parent, Merger Sub and the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware Company will cause a certificate of merger (the “Certificate of Merger”) to be executed and acknowledged by filed on the parties in accordance Closing Date (or on such other date as Parent and the Company may agree) with the relevant provisions Secretary of State of the DGCL and, State of Delaware as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under provided in the DGCL. The Merger shall will become effective upon at the filing of date and time at which the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, or at such later other date and time as Parent the parties hereto will agree in writing (subject to the requirements of the DGCL) and the Company shall agree and shall will specify in the Certificate of Merger (the time the Merger becomes effective being effective, the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, Parent and the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, signed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of DelawareDelaware in such form as is required by the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company shall may agree and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare, and on the Closing Date, Date the parties Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable a Certificate of Merger (the "Merger Certificate") shall be duly executed and acknowledged by Acquisition and the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date, Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the parties shall file Merger Certificate is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Gti Corp), Merger Agreement (Logicon Inc /De/), Merger Agreement (Technitrol Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing, Parent shall prepare, and on the Closing Date or as soon as practicable on thereafter the Closing Date, the parties Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later subsequent time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Parent and the parties Company shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”) ), in such form as required by, and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL andwith, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of on the State of DelawareClosing Date, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Merger Agreement (Lantheus Holdings, Inc.)
Effective Time. Subject Parent, the Purchaser and the Company -------------- shall cause an appropriate Certificate of Merger (the "Certificate of Merger") --------------------- to the provisions of this Agreement, as soon as practicable be executed and filed on the Closing Date, Date (as defined in Section 1.6) (or on such other date as Parent and the parties shall file Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (Merger, such time hereinafter referred to as the time the Merger becomes effective being the “"Effective Time”)." --------------
Appears in 3 contracts
Sources: Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC)
Effective Time. Subject to the provisions of this Agreement, as As soon as practicable practicable, on the Closing Date, the parties shall file Company and Parent will cause a Certificate of Merger (the “Certificate of Merger”) to be duly executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate as provided in Section 251 of merger (the “Certificate of Merger”) executed DGCL, and acknowledged make any other filings, recordings or publications required to be made by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on Company or after the Closing Date, shall make all other filings or recordings required Merger Sub under the DGCL. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Effective Time. Subject Parent, Sub and the Company will cause a certificate of merger (the "Certificate of Merger") in the form of Exhibit E hereto, to the provisions of this Agreement, as soon as practicable be filed on the Closing Date, Date (as defined in Section 1.3 hereof) (or on such other date as Parent and the parties shall file Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”State") executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on the filing of date on which the Certificate of Merger pursuant to Section 251 of the DGCL and any other documents necessary to effect the Merger in accordance with the DGCL are duly filed with the Secretary of State of (the State of Delaware, "Merger Filing") or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (Merger, and such time is hereinafter referred to as the time the Merger becomes effective being the “"Effective Time”)."
Appears in 3 contracts
Sources: Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Johnson & Johnson), Merger Agreement (Orapharma Inc), Merger Agreement (Johnson & Johnson)
Effective Time. Subject to the provisions of this Agreement, as As soon as practicable after satisfaction of the conditions in Article VI, Parent, the Purchaser and the Company will cause a certificate of merger in the form required by the DGCL (the "Certificate of Merger") to be executed and filed on the date of the Closing Date, (as defined in Section 1.6 hereof) (or on such other date as Parent and the parties shall file Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLState"). The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (Merger, and such time is hereinafter referred to as the time the Merger becomes effective being the “"Effective Time”)."
Appears in 3 contracts
Sources: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or certificate of ownership and merger, as the case may be, or other appropriate documents (in any such case, the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and filed with the Closing Date, shall make all other filings or recordings required under Secretary of State of the DGCLState of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later subsequent time or date as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions Inc)
Effective Time. Subject to Before the provisions of this AgreementClosing, as soon as practicable the Company shall prepare, and on the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc), Merger Agreement (Wesco International Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCLDGCL to consummate the Merger. The Certificate of Merger shall specify that the Merger shall become effective upon at 12:01 a.m. on the filing of day following the Certificate of Merger with the Secretary of State of the State of Delaware, Closing Date or at such later other time as Parent and the Company shall agree and shall specify should be specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Gaylord Entertainment Co), Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Westinghouse Electric Corp)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing DateDate (as defined below), a certificate of merger substantially in the parties form attached hereto as Exhibit A (the “Merger Certificate”), shall file with be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under for filing pursuant to the DGCL. The Merger shall become effective upon the filing at such time as a properly executed copy of the Merger Certificate of Merger is duly filed with the Secretary of State of in accordance with the State of Delaware, DGCL or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Merger Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc), Merger Agreement (Pharmion Corp)
Effective Time. Subject Prior to the provisions of this AgreementClosing Parent shall prepare, and on the Closing Date or as soon as practicable on after the Closing Date, the parties shall file a certificate of merger (the "Certificate of Merger") executed and acknowledged in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLDelaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time the Merger becomes effective being is referred to in this Agreement as the “"Effective Time”)".
Appears in 3 contracts
Sources: Merger Agreement (Olin Corp), Merger Agreement (Citigroup Inc), Merger Agreement (Chase Industries Inc)
Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on Parent, Merger Sub and the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be duly executed and acknowledged by the parties filed, in accordance with the relevant provisions of the DGCL andDGCL, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and shall make all other filings or recordings required in connection with the Merger. The Merger shall become effective at the time such Certificate of Merger shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware or at such later date and time as Parent is agreed upon by the Parties and the Company shall agree and shall specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Effective Time. Subject Concurrently with the Closing, the Company and Parent will cause a Certificate of Merger with respect to the provisions Merger (the “Certificate of this AgreementMerger”) to be executed, as soon as practicable on the Closing Date, the parties shall file acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on the filing of date and at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed upon by the Company shall agree and shall specify Parent in writing and set forth in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Dun & Bradstreet Holdings, Inc.), Merger Agreement (Agiliti, Inc. \De), Merger Agreement (Covetrus, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Parties shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or and recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Core Scientific, Inc./Tx), Agreement and Plan of Merger (Globus Medical Inc), Merger Agreement (Nuvasive Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable the Company shall prepare, and on the Closing Date, Date the parties Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (or a certificate of ownership and merger) (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Usx Corp), Merger Agreement (Pennaco Energy Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent shall prepare, and on the Closing Date, the parties Parties shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the LLC Act and shall make all other filings or recordings required under the LLC Act in connection with the Merger. The Merger shall become effective at the time upon which the Certificate of Merger is duly filed and accepted with such Secretary of State, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, Parent and the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, signed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of DelawareDelaware in such form as is required by the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company shall may agree and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date, the parties shall file a Certificate of Merger with the Secretary Company, substantially in the form of State of the State of Delaware a certificate of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by Buyer and thereafter delivered to the parties in accordance with the relevant provisions Secretary of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLState of Delaware for filing. The Merger shall become effective upon the filing at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State States of Delaware, Delaware or at such later time as Parent and the Company shall Stockholder may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Valor Gold Corp.), Merger Agreement (Pershing Gold Corp.)
Effective Time. Subject Prior to the provisions of this AgreementClosing, the Company shall prepare, and on the Closing Date or as soon as practicable on thereafter the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger in form reasonably satisfactory to Parent (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Championship Auto Racing Teams Inc), Merger Agreement (Championship Auto Racing Teams Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “"Effective Time”").
Appears in 2 contracts
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable promptly after the Closing on the Closing Date, Parent, Merger Sub and the parties Company shall file with cause the Secretary of State of the State of Delaware Merger to be consummated under DGCL by filing a certificate of merger (the “Certificate of Merger”) executed to be executed, signed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware, Delaware as provided in Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company shall may agree and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing DateDate (as defined below), the parties Parent shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and the Closing Date, DLLCA and shall make all other filings or recordings required under the DGCLDGCL and the DLLCA. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gleacher & Company, Inc.), Merger Agreement (Broadpoint Securities Group, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on Parent, MergerSub, and the Closing DateCompany shall cause the Merger to be consummated by filing an appropriate Certificate of Merger or, if applicable, a Certificate of Ownership and Merger, or other appropriate documents (the parties shall file "CERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as required by, and executed and acknowledged by the parties in accordance with with, the relevant 5 13 provisions of the DGCL andDGCL, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time thereafter as Parent and the Company shall agree and shall specify is provided in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Merger Agreement (Texas Instruments Inc), Merger Agreement (Texas Instruments Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties Company shall file cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (as provided under the “Certificate of Merger”) executed DGCL and acknowledged make any other filings, recordings or publications required to be made by the parties Company under the DGCL in accordance connection with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLMerger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware, Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with Company (at the Secretary of State direction of the State of Delaware Special Committee) and Parent will cause a certificate of merger (the “Certificate of Merger”) executed to be duly executed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware, Delaware as provided in the DGCL and the DLLCA. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed in writing by the Company (at the direction of the Special Committee) and Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Voltari Corp), Merger Agreement (Cadus Corp)
Effective Time. Subject to On the provisions of this Agreement, Closing Date or as soon as practicable on the Closing Date, thereafter the parties shall duly file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or certificate of ownership and merger, as the case may be (in any such case, the “Certificate of Merger”) ), executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent, U.S. Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cgi Group Inc), Merger Agreement (Stanley, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL andDGCL, as soon as practicable on or after the Closing Date, and shall make any and all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ is duly filed with the Delaware Secretary of State of the State of Delaware, or at such later other date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Effective Time. Subject Parent, Sub and the Company shall cause a certificate of merger with respect to the provisions Merger (the “Certificate of this Agreement, as soon as practicable Merger”) to be filed on the Closing DateDate or on such other date as Parent and the Company may agree, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on the filing of date and time at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later other date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The date and time on which the Merger becomes effective being is referred to herein as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file Partnership will cause a certificate of merger substantially in the form attached hereto as Exhibit B, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”), to be duly filed with the Secretary of State of the State of Delaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by the Partnership and Parent in writing and the Company shall agree and shall specify specified in the Certificate of Merger (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Midcoast Energy Partners, L.P.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Quality Systems, Inc)
Effective Time. Subject to Simultaneously with the provisions of this Agreement, as soon as practicable on the Closing DateMerger Closing, the parties Company, Parent and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) ), with respect to the Merger to be executed and acknowledged by filed with the parties Secretary of State of the State of Delaware (the “Secretary of State”), in accordance with the relevant provisions of the DGCL andDGCL, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger shall become effective upon on the filing of date and time at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later subsequent date and/or time as Parent is agreed between the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged, and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger substantially in the form of Exhibit A attached hereto (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verint Systems Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable a Certificate of Merger in customary form reasonably acceptable to Parent and the Company (the “Merger Certificate”) shall be duly executed and acknowledged by the Company and Acquisition Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date, . The Merger shall become effective at such time as a properly executed and certified copy of the parties shall file Merger Certificate is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify set forth in the Merger Certificate of Merger (the such time as the Merger becomes effective being effective, the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Carpenter Technology Corp), Merger Agreement (Carpenter Technology Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties Parent and SunGard Data shall file with the Secretary of State of the State of Delaware (or cause to be filed) a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later other time as Parent and the Company SunGard Data shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Sungard Capital Corp Ii), Merger Agreement (GL Trade Overseas, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this AgreementAgreement (including the Merger Condition), as soon as practicable on concurrently with the Closing DateClosing, the parties Company and Parent shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware in such form as required by, and executed and acknowledged by the parties in accordance with with, the relevant provisions of the DGCL and, as soon as practicable on or after (the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify is specified in the Certificate of Merger (and as is agreed to by the time the Merger becomes effective Company and Parent in writing, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL (if any).
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, as soon as practicable on the Closing Date, a Certificate of Merger substantially in the parties form of Exhibit A (the "CERTIFICATE OF MERGER") shall file be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Merger Agreement (Fotoball Usa Inc), Merger Agreement (Brass Eagle Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Akoya Biosciences, Inc.), Merger Agreement (Akoya Biosciences, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") shall be duly prepared and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and filed with the Closing Date, shall make all other filings or recordings required under Secretary of State of the DGCLState of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later subsequent time or date as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the “"Effective Time”)."
Appears in 2 contracts
Sources: Merger Agreement (Rwe Aktiengesellschaft /Adr/), Merger Agreement (American Water Works Co Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file Company and Parent will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (the “Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions Section 18-209 of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware, Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement
Effective Time. Subject to Promptly following the provisions of this Agreement, as soon as practicable on the Closing DateClosing, the parties Company and Merger Sub shall file cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) ), executed and acknowledged by the parties filed in accordance with with, and containing such information as is required by, the relevant provisions of the DGCL andDGCL, as soon as practicable on or after in order to effect the Closing Date, shall make all other filings or recordings required under the DGCLMerger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been filed with the Secretary of State of the State of Delaware, Delaware or at such other, later date and time as Parent and the Company shall and Parent may agree and shall specify in the Certificate of Merger Merger, executed and filed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL (the time the Merger becomes effective being effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, Parent and the parties Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, signed, acknowledged and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of DelawareDelaware in such form as is required by the relevant provisions of the DGCL, and shall make all other deliveries, filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later other subsequent date or time as Parent and the Company shall may agree and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date, a Certificate of Merger substantially in the parties form of Exhibit C (the "Certificate of Merger") shall file be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions Section 251 of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Topps Co Inc), Merger Agreement (Sm&A)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as practicable on after the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.)
Effective Time. Subject Parent, Sub and the Company will cause a -------------- Certificate of Merger (the "Certificate of Merger") to the provisions of this Agreement, as soon as practicable be executed and filed on the date of the Closing Date, (as defined in Section 1.6 hereof) (or on such other date as Parent and the parties shall file Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”State") executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of time at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (Merger, and such time is hereinafter referred to as the time the Merger becomes effective being the “"Effective Time”)."
Appears in 2 contracts
Sources: Merger Agreement (Plato Holdings Inc), Merger Agreement (Plato Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file Company, Parent, and Merger Sub will cause a certificate of merger substantially in the form attached to this Agreement as Exhibit C (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (FaZe Holdings Inc.), Merger Agreement (GameSquare Holdings, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date, the parties shall file Company and Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of time the Certificate of Merger ▇▇▇▇▇▇ has been filed with the Secretary of State of the State of Delaware, Delaware or at such later time as Parent may be agreed by the Parties in writing and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”) in such form as is required by and executed and acknowledged by the parties in accordance with the relevant provisions Section 251 of the DGCL andDGCL, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Effective Time. Subject Parent, the Purchaser and the Company -------------- shall cause a Certificate of Merger to the provisions of this Agreement, as soon as practicable be executed and filed on the Closing Date, Date (as hereinafter defined) (or on such other date as Parent and the parties shall file Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”State") in ------------------ such form as required by, and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon on the filing of date on which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (Merger, and such time is hereinafter referred to as the time the Merger becomes effective being the “"Effective Time”)." --------------
Appears in 2 contracts
Sources: Merger Agreement (Saffron Acquisition Corp), Merger Agreement (Sun Coast Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, as soon promptly as reasonably practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware Company will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or and recordings required under the DGCL. The Merger shall will become effective upon the filing of on such date and at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gen Probe Inc), Merger Agreement (Hologic Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable after the Closing and on the Closing Date, the parties Company shall file with the Secretary of State of the State of Delaware a (the "Delaware Secretary of State") the certificate of merger (the “"Certificate of Merger”") and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL andParties, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLapplicable. The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such later time as unless Parent and the Company shall agree to a subsequent date or time and shall specify such date and time in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the parties Company shall file with cause the Secretary of State of the State of Delaware Merger to be consummated by executing, delivering and filing a certificate of merger (the “Certificate of Merger”) executed and acknowledged by with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such time as the Merger becomes effective being is referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cumulus Media Inc), Merger Agreement (Harman International Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on following the Closing DateClosing, the parties shall file Company and Parent will cause to be filed with the Secretary of State of the State of Delaware a certificate executed certificates of merger with respect to the Mergers (the “Certificate Certificates of Merger”) executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at the filing of time when the Certificate of Merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties in writing and be specified in the Certificate of Merger with respect to the Merger (the “Effective Time”). The Subsequent Merger shall become effective at the time when the Certificate of Merger with respect to the Subsequent Merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and which shall be immediately after the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Albertsons Companies, LLC), Merger Agreement (Rite Aid Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) shall be duly prepared and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and filed with the Closing Date, shall make all other filings or recordings required under Secretary of State of the DGCLState of Delaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Delaware or at such later subsequent time or date as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (American Water Works Company, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged, and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (INVO Bioscience, Inc.), Merger Agreement (INVO Bioscience, Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, Parent, Merger Sub and the parties shall file Company will cause to be filed with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall and will make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of DelawareState, or at such later other time as Parent and the Company shall will agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Citadel Broadcasting Corp), Merger Agreement (Cumulus Media Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on Parent and the Closing Date, Company shall cause the parties shall file with the Secretary of State of the State of Delaware Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware, in such form as required by, and executed and acknowledged by the parties in accordance with with, the relevant provisions of the DGCL and, as soon as practicable on or after (the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and shall specify is specified in the Certificate of Merger (and as is agreed to by Parent and the time the Merger becomes effective Company, being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Company, Parent and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger have been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Vireo Growth Inc.), Merger Agreement (Vireo Growth Inc.)
Effective Time. Subject Immediately following the Closing, the Company and Parent will cause a Certificate of Merger with respect to the provisions Merger (the “Delaware Certificate of this AgreementMerger”) to be executed, as soon as practicable on the Closing Date, the parties shall file acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties as provided in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and the Closing Date, shall make all other filings or recordings required under the DGCLDLLCA. The Merger shall become effective upon at the filing of time when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as Parent may be agreed upon by the parties hereto in writing and the Company shall agree and shall specify set forth in the Delaware Certificate of Merger in accordance with the DGCL and the DLLCA (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Directv)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties Company, Parent and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL andDGCL, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties HoldCo, Parent and Merger Sub shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as may be agreed by HoldCo and Parent in writing and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Vici Properties Inc.), Merger Agreement (Penn National Gaming Inc)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, or on such other date as Parent and the parties Company may agree to in writing, Parent, Merger Sub and the Company shall file with the Secretary of State of the State of Delaware cause a certificate of merger (the “Certificate of Merger”) to be executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger filed with the Secretary of State of the State of Delaware, Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date and time as is agreed upon by Parent and the Company shall agree and shall specify specified in the Certificate of Merger (in accordance with the DGCL, such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on the Closing Date, a Certificate of Merger substantially in the parties form of Exhibit A (the "CERTIFICATE OF MERGER") shall file be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions Section 251 of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Edwards J D & Co), Merger Agreement (Edwards J D & Co)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged, and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall pay all filing fees and make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Acreage Holdings, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the parties shall file with the Secretary of State of the State of Delaware Company, Parent and Merger Sub Shall cause a certificate of merger (the “Certificate of Merger”) executed to be executed, acknowledged and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, and shall make all other filings or recordings required under the DGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, as soon as practicable on or after the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after and filed with the Closing Date, shall make all other filings or recordings required under Secretary of State of the DGCLState of Delaware (the “Delaware Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware, or at such later subsequent time or date as the Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Perkinelmer Inc), Merger Agreement (Caliper Life Sciences Inc)
Effective Time. Subject Prior to the Closing, the Company shall have delivered to Parent a duly executed certificate of merger (the “Certificate of Merger”) with respect to the Merger. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties Parent shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of cause to be filed the Certificate of Merger with the Secretary of State of the State of DelawareDelaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of ▇▇▇▇▇▇ is duly filed with the Delaware Secretary of State or at such later other time as Parent and the Company shall mutually agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Diffusion Pharmaceuticals Inc.), Merger Agreement (Diffusion Pharmaceuticals Inc.)
Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”) ), in such form as required by, and executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL andwith, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger (the such time as the Merger becomes effective being effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)