Common use of Effective Time Clause in Contracts

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "Effective Time").

Appears in 4 contracts

Sources: Merger Agreement (Morgan Associates Inc), Merger Agreement (Cyber Dialogue Inc), Merger Agreement (Kinder Richard D)

Effective Time. Subject to Upon the provisions Closing, the parties shall file with the Secretary of this Agreement, as soon as practicable on State of the Closing Date, State of Delaware a certificate of merger (the "Certificate of Merger") ”). The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as provided Parent and the Company shall agree and as shall be specified in 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 (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 4 contracts

Sources: Merger Agreement (Labranche & Co Inc), Merger Agreement (Cowen Group, Inc.), Merger Agreement (Broadwing Corp)

Effective Time. Subject to Simultaneously with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Merger shall be properly executed and duly filed with in the office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time")such office.

Appears in 3 contracts

Sources: Agreement and Plan of Reorganization (Go Online Networks Corp), Merger Agreement (Pacific Engineering Systems Inc), Agreement and Plan of Reorganization (Go Online Networks Corp)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on following the Closing Datesatisfaction or waiver of the conditions set forth in Article III, the Merger will be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in accordance with the DGCL. The Merger shall will become effective upon the filing of when the Certificate of Merger with is filed or such later time as is set forth in the Secretary Certificate of State of Merger. The time when the State of Delaware (Merger becomes effective is called the "Effective Time").

Appears in 3 contracts

Sources: Merger Agreement (Science Applications International Corp), Agreement and Plan of Merger (Science Applications International Corp), Agreement and Plan of Merger (SAIC, Inc.)

Effective Time. Subject to Upon the provisions Closing, the parties shall file with the Secretary of this Agreement, as soon as practicable on State of the Closing Date, State of Delaware a certificate of merger (the "Certificate of Merger") ”). The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as provided Parent and the Company shall agree and as shall be specified in 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 (the "date and time the Merger becomes effective is referred to herein as the “Effective Time").

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Cifc LLC), Merger Agreement (Artio Global Investors Inc.)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, parties shall file a certificate of merger relating to the Merger (the "Certificate of Merger") in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall be properly executed and become effective at such time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such subsequent time as provided Anthem and Cigna shall agree and as shall be specified in 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 (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 3 contracts

Sources: Merger Agreement (Cigna Corp), Merger Agreement (Anthem, Inc.), Merger Agreement

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on after the Closing Date-------------- satisfaction or, if permissible, waiver of the conditions set forth in Article VII, the parties hereto shall file a certificate of merger (the "Certificate or certificate of Merger") shall be properly executed ownership and duly filed merger with the Secretary of State of the State of Delaware Delaware, and take all such other and further actions as provided in may be required by law to make the DGCLMerger effective. The Merger shall become effective upon at such time as the filing certificate of the Certificate merger or certificate of Merger ownership and merger is duly filed with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 3 contracts

Sources: Merger Agreement (Marmon Holdings Inc), Merger Agreement (Tie Acquisition Co), Merger Agreement (Pritzker Family Philanthropic Fund)

Effective Time. Subject to The Merger shall become effective at -------------- the provisions time of this Agreement, as soon as practicable on the Closing Date, filing of a certificate of merger reflecting the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the provisions of Section 251 of the GCL. The Certificate of Merger shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in on the DGCLClosing Date. The time when the Merger shall become becomes effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (is herein referred to as the "Effective TimeEFFECTIVE TIME.").

Appears in 3 contracts

Sources: Merger Agreement (Premiere Technologies Inc), Merger Agreement (Xpedite Systems Inc), Merger Agreement (Premiere Technologies Inc)

Effective Time. Subject to Immediately following the provisions Closing, the Company and Parent shall execute and file in the office of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware a certificate of merger, in such form as provided required by, and executed in accordance with, the DGCLrelevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon at the time of filing of the Certificate of Merger, or at such later time as is agreed upon by the parties hereto and set forth therein (such time as the Merger with becomes effective is referred to herein as the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (At&t Inc.), Merger Agreement (Centennial Communications Corp /De)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on after the Closing Datesatisfaction or waiver of the conditions set forth in Article X, the parties hereto will file a certificate of merger (the "Certificate of Merger") with the Secretary of State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as provided is specified in 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 (the "Effective Time").

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Pboc Holdings Inc), Merger Agreement (Calumet Bancorp Inc /De)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on at the Closing DateClosing, the Company will file a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware Delaware, in such form as provided required by, and executed in accordance with, the relevant provisions of the DGCL. The Merger shall will 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 and time as the Company and Parent may agree upon and as is set forth in such Certificate of Merger (such time, the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Lattice Semiconductor Corp), Merger Agreement (Reynolds American Inc)

Effective Time. Subject to The Merger will be consummated by the provisions filing of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251(c) of the DGCLDelaware Act. The time the Merger shall become becomes effective upon the filing in accordance with Sections 103 and 251 of the Certificate of Merger with the Secretary of State of the State of Delaware (Act is referred to in this Agreement as the "Effective Time.").

Appears in 2 contracts

Sources: Merger Agreement (General Dynamics Corp), Merger Agreement (Gulfstream Aerospace Corp)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Parties shall file a certificate of merger in substantially the form attached hereto as Exhibit B (the "Certificate of Merger") shall be properly and executed and duly filed in accordance with the Secretary of State of the State relevant provisions of Delaware Law and make such other filings and recordings as provided in the DGCLrequired under Delaware Law. The Merger shall become effective upon the filing of at such time as is specified in the Certificate of Merger as is duly filed with the Delaware Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Agreement and Plan of Merger (MeiraGTx Holdings PLC), Agreement and Plan of Merger (MeiraGTx Holdings PLC)

Effective Time. Subject to the provisions of this Agreement, as soon As promptly as practicable on after the Closing DateClosing, the parties hereto will cause a certificate of merger (the "Certificate of Merger") shall to be properly executed executed, acknowledged and duly filed with the Delaware Secretary of State of the State of Delaware as provided in accordance with the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is filed with the Delaware Secretary of State in accordance with the DGCL, or at such later time as may be agreed to by Parent and the Company and specified in the Certificate of Merger in accordance with applicable law. The date and time when the State of Delaware (Merger shall become effective is referred to herein as the "Effective Time.").

Appears in 2 contracts

Sources: Merger Agreement (Seneca West Corp), Merger Agreement (Harcor Energy Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable Parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware. The Merger shall be properly executed and duly become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware Delaware, or at such other time as provided Acquisition Sub and the Company shall agree and specify in 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 (the "time the Merger becomes effective being referred to herein as the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Insight Enterprises Inc), Merger Agreement (Insight Enterprises Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on or after the Closing DateClosing, the parties will cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware Delaware, in such form as provided required by, and executed in accordance with the DGCLrelevant provisions of, the DGCL (the “Certificate of Merger”). The Merger shall will become effective (the “Effective Time”) 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 shall be agreed upon by the "Effective Time")Parent and the Company and specified in the Certificate of Merger.

Appears in 2 contracts

Sources: Merger Agreement (Marimba Inc), Merger Agreement (BMC Software 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 Delaware a certificate of merger relating to the Merger (the "Certificate of Merger") executed and acknowledged in accordance with the relevant provisions of the DGCL. The merger shall be properly executed effective at the date and time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "time when the Merger becomes effective, the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Biocryst Pharmaceuticals Inc), Merger Agreement (Triumph Group Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, a the Company shall file with the Secretary of State of the State of Delaware the certificate of merger relating to the Merger (the "Certificate of Merger") shall be properly ”), executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective at the time that the Certificate of ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as provided Parent and the Company shall agree and specify in 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 (the "time the Merger becomes effective, the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement, Agreement and Plan of Merger

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on following the Closing DateClosing, Novartis and the Company will cause a certificate Certificate of merger Merger (the "Certificate of Merger") shall to be properly executed executed, acknowledged and duly filed with the Secretary of State of the State of Delaware as provided in Section 251 of 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 time as may be agreed by the parties in writing and specified in the Delaware Certificate of Merger (the "Effective Time").

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Novartis Ag), Merger Agreement (Chiron Corp)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Company shall be properly executed and duly filed file with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the “Certificate of Merger”), duly executed in accordance with, and in such form as provided in required by, the DGCL. The Merger shall become effective upon at the filing of time the Company duly files 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 specify in the Certificate of Merger (the "time the Merger becomes effective, the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Centene Corp), Merger Agreement (Magellan Health Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on At the Closing Date, the parties shall file a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Delaware Secretary of State of in such form as is required by and executed and completed in accordance with the State relevant provisions of Delaware as provided in Law and make all other filings or recordings required by Delaware Law to effect the DGCLMerger. The Merger shall become effective upon at such time (the filing of “Effective Time”) as the Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Hurricane and Cyclone mutually agree and specify in the Certificate of the State of Delaware (the "Effective Time"Merger).

Appears in 2 contracts

Sources: Merger Agreement (Cytyc Corp), Merger Agreement (Hologic Inc)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a parties shall file with the Delaware Secretary the certificate of merger relating to the Merger (the "Certificate of Merger") shall be properly ”), executed and duly filed in accordance with the Secretary relevant provisions of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon at the filing of time that the Certificate of Merger have been duly filed with the Secretary Delaware Secretary, or at such later time as the Company and Parent shall agree and specify in the Certificate of State of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Open Text Corp), Merger Agreement (Carbonite Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") The Merger shall be properly executed and duly filed consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in such form as provided is required by, and executed in accordance with, the DGCL. The Merger shall become effective upon the filing relevant provisions of the Certificate Delaware Law (the time of Merger with the Secretary of State of the State of Delaware (such filing being the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Ast Research Inc /De/), Merger Agreement (Samsung Electronics Co LTD /Fi)

Effective Time. Subject to Upon the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") parties shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided a certificate of merger (the “Certificate of Merger”) executed and acknowledged in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Babyuniverse, Inc.), Merger Agreement (eToys Direct, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, a certificate of merger (the "Certificate of Merger") parties hereto shall cause the Merger to be properly executed and duly filed consummated by filing with the Secretary of State of the State of Delaware as provided a certificate of merger in customary form and substance for the DGCLMerger (the “Certificate of Merger”) in accordance with the applicable provisions of Delaware Law. The Merger shall become effective upon the time of filing of the Certificate of Merger with is referred to herein as the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Lsi Corp), Merger Agreement (Network Appliance Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a A certificate of merger (the "Certificate of Merger") shall be properly executed duly prepared and duly executed, and shall be filed with the Secretary of State of the State of Delaware as provided (the “Secretary of State”) in accordance with Section 251 of the DGCLDGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State unless Parent and the Company agree to a subsequent date or time and specify such date and time in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being hereinafter referred to as the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Garden Fresh Restaurant Corp /De/), Agreement and Plan of Merger (Garden Fresh Restaurant Corp /De/)

Effective Time. Subject At the Closing, the parties shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware Delaware, in such form as provided is required by, and executed in accordance with, the DGCL. The Merger shall become effective upon relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger with (or such later time as may be agreed by the Secretary parties hereto and specified in the Certificate of State of Merger) being the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Harber Lacy J), Merger Agreement (Timco Aviation Services Inc)

Effective Time. Subject to Simultaneously with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "-------------- Certificate of Merger") Merger shall be properly executed and duly filed with in the office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State such office. The date and time of the State effectiveness of the Merger under the laws of Delaware (is the "Effective Time.").

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Netsource Communications Inc), Agreement and Plan of Reorganization (Netsource Communications Inc)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Company shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the applicable provisions of the DGCL. The Merger shall be properly executed become effective on the 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 other date and time as provided is agreed between the parties and specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (such date and time, the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Beam Inc), Merger Agreement (Tellabs Inc)

Effective Time. Subject to The Merger shall be effected through the provisions filing of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed ”), in substantially the form of Exhibit A hereto, with the Secretary of State of the State of Delaware as provided in the DGCLAct. The Merger shall become be effective upon the later of (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or (ii) at such later time as may be specified in the Certificate of Merger in accordance with applicable law (the "Effective Time").

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Rex Energy Corp), Merger Agreement (Markwest Energy Partners L P)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, parties shall file a certificate of merger (the "Certificate of Merger") shall be properly with the Secretary of State of the State of Delaware in such form as is required by and executed and completed in accordance with the relevant provisions of the DGCL and make all other filings or recordings required by the DGCL to effect the Merger. The Merger shall become effective at such time (the “Effective 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 provided Republic and Allied mutually agree and specify in 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 (the "Effective Time"Merger).

Appears in 2 contracts

Sources: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on At the Closing Date(as defined in Section 1.3), a certificate of merger (the "Certificate of Merger") shall be properly executed by the parties hereto and duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "Secretary of State"). The Merger shall become effective at the time of filing of the Certificate of Merger (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Radiance Medical Systems Inc /De/), Merger Agreement (Cardiovascular Dynamics Inc)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Company shall be properly executed and duly filed file with the Secretary of State of the State Delaware a certificate of Delaware as provided merger in the DGCLform attached as Exhibit F (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with or at such later time as may be agreed to by Parent and the Secretary Company in writing and specified in the Certificate of State of the State of Delaware Merger (the "date and time that the Merger becomes effective is referred to as the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc)

Effective Time. Subject A certificate of merger to effect the provisions Merger (“Certificate of this Agreement, as soon as practicable Merger”) shall be filed on the Closing Date, a certificate of merger Date (the "Certificate of Merger"as hereinafter defined) shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in (“Secretary of State”) pursuant to the DGCL. The GCL and the LP Act and shall specify that the Merger shall become effective upon the filing of the Certificate of Merger with (such time of effectiveness, the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (American Real Estate Partners L P), Merger Agreement (American Real Estate Partners L P)

Effective Time. Subject Prior to the provisions of this AgreementClosing, as soon as practicable Parent and Company shall prepare, and on the Closing DateDate the parties shall file, a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law. The Merger shall become effective at the Effective Time as set forth in the Certificate of Merger which shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in on 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 Closing Date (the "time the Merger becomes effective being the “Effective Time").

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Palmsource Inc)

Effective Time. Subject to the provisions of this Agreement, as soon early as practicable on the Closing Date, the Company shall file a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware Delaware, in such form as provided in required by the DGCL. The GCL, and the Merger shall thereupon become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement (Analytical Surveys Inc), Merger Agreement (Docucon Inc)

Effective Time. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of Delaware Law (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable on following the Closing DateClosing, a certificate of merger (delivered by the "Certificate of Merger") shall be properly executed and duly filed with Company to the Secretary of State of the State of Delaware as provided in the DGCLfor filing. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Exponential Interactive, Inc.)

Effective Time. Subject to Upon the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") parties shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided in a certificate of merger (the DGCL“Certificate of Merger”). The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Integra Lifesciences Holdings Corp)

Effective Time. Subject to As of the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Parties will cause a certificate of merger (the "Certificate of Merger") shall with respect to the Merger to be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon on the filing of date and time at which the Certificate of Merger with is duly filed by the Secretary of State of the State of Delaware Delaware, or at such other date and time as is agreed among the Parties and specified in the Certificate of Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Wintrust Financial Corp)

Effective Time. Subject to At the provisions Closing, the Company shall file with the Secretary of this Agreement, as soon as practicable on State of the Closing Date, State of Delaware a certificate of merger (the "Certificate of Merger") ”), executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL in order to effect the Merger. The Merger shall be properly executed and become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as provided may be agreed between the parties and specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (such time is hereinafter referred to herein as the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Tower International, Inc.)

Effective Time. Subject In order to effectuate the provisions of this AgreementMerger, as soon as practicable on the Closing DateDate (as defined in Section 1.7), the Company shall cause a certificate of merger (the "Certificate of Merger") shall to be properly executed and duly filed with the Secretary of State of the State of Delaware in such form as provided required by, and executed in accordance with, the DGCL. The Merger shall become be effective upon as of the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (New England Business Service Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the Parties shall file with the Delaware Secretary of State a certificate of merger (the "Certificate of Merger") shall be properly duly executed and duly filed in accordance with the Secretary of State relevant provisions of the State of Delaware as provided in DGCL and shall make all other filings or recordings required under the DGCLDGCL to give full effect to the Merger. 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 State, or at such later date and time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (LKQ Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the Parties will execute and file in the office of the Secretary of State of Delaware a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed in accordance with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall will become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the State DGCL, or at such later time as is agreed upon by the Parties and set forth in the Certificate of Delaware Merger (such time as the "Merger becomes effective is referred to herein as the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Walt Disney Co/)

Effective Time. Subject to At the provisions Closing, the Company will cause a Certificate of this Agreement, as soon as practicable on the Closing Date, a certificate of merger Merger (the "Certificate of Merger") shall to be properly executed and duly acknowledged and filed with the Secretary of State of the State of Delaware as provided in the relevant provisions of the DGCL. The Merger shall become effective upon at the filing of time (the “Effective 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 by the "Effective Time")Parties in writing and specified in the Certificate of Merger.

Appears in 1 contract

Sources: Merger Agreement (Arc Document Solutions, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon As promptly as practicable on after the Closing DateClosing, a certificate of merger (the "Certificate of Merger") parties hereto shall cause the Merger to be properly executed consummated by executing and duly filed with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of Delaware. The Merger shall become effective upon the filing the Certificate of Merger with the Secretary of State of Delaware or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the "time at which the Merger becomes effective is referred to herein as the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (DARA BioSciences, Inc.)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Parties shall file a certificate of merger (the "Certificate of Merger") shall be properly in such form as is required by and executed and duly filed in accordance with the Secretary of State of the State relevant provisions of Delaware Law and make such other filings and recordings as provided in the DGCLrequired under Delaware Law. 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 State, or such later time as the State of Delaware parties shall agree and as shall be specified in such filing (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Hillman Companies Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, parties hereto shall cause a certificate of merger merger, in the form annexed hereto as Exhibit A (the "Certificate of Merger") shall to be properly executed and duly filed with the Secretary of State of the State of Delaware, in accordance with Delaware Law, as provided in soon as practicable on or after the DGCLClosing Date. The Merger shall become be effective upon at the filing time of acceptance of the Certificate of Merger with by the Secretary of State of the State of Delaware Delaware, or at such time thereafter as is provided in the Certificate of Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Algiers Resources Inc/Ny)

Effective Time. Subject to A certificate of merger satisfying the provisions applicable requirements of this AgreementDelaware Law in substantially the form attached hereto as Exhibit E (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable on following the Closing DateClosing, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with delivered to the Secretary of State of the State of Delaware as provided in the DGCLfor filing. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Agreement and Plan of Merger (Castle Biosciences Inc)

Effective Time. Subject to Simultaneously with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Merger shall be properly executed and duly filed with in the offices of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware such office (the "Effective Time").

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Emusic Com Inc)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a parties shall file with the Delaware Secretary the certificate of merger relating to the Merger (the "Certificate of Merger") shall be properly ”), executed and duly filed in accordance with the Secretary applicable provisions of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon at the filing time that the Certificate of ▇▇▇▇▇▇ has been duly filed with the Delaware Secretary, or at such later time as the Company and Parent may agree in writing and specify in the Certificate of Merger with the Secretary of State of the State of Delaware (the "time the Merger becomes effective being the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Volta Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on The Merger shall be consummated at the Closing Date, by filing with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") as required by, and executed in accordance with, the relevant provisions of Delaware Law. The Merger shall be properly executed and effective at the time that the Certificate of Merger is duly filed with the Delaware Secretary of State of State, or at such later time as may be agreed to by the State of Delaware parties to this Agreement and as provided stated in 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 (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Lions Gate Entertainment Corp /Cn/)

Effective Time. Subject to the provisions of this Agreement, a certificate of merger in substantially the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly executed by the Company and concurrently with or as soon as practicable on following the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with delivered to the Secretary of State of the State of Delaware as provided in the DGCLfor filing. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Lawson Software, Inc.)

Effective Time. Subject to At the provisions of this AgreementEffective Time, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Company shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided a certificate of merger in form and substance reasonably acceptable to the DGCLCompany and Plum, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger with or at such later time as is agreed to by the Secretary Parties and specified in the Certificate of State of the State of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Business Combination Agreement (Plum Acquisition Corp. I)

Effective Time. Subject At the Closing, the Parties shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, be consummated by filing a certificate of merger (the "Certificate of Merger") shall be with the Secretary of State of the State of Delaware, in such form as required by, and properly executed and in accordance with, the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such other time as provided is agreed upon by the Parties and specified as the Effective Time in 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 (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Guitar Center Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on following the Closing DateClosing, a certificate of merger the Parties (other than the "Certificate of Merger"Stockholder Representative) shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided a certificate of merger (the “Certificate of Merger”) executed in accordance with the DGCLrelevant provisions of the Delaware Law, and shall make all other filings or recordings required under the Delaware Law. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the such Secretary of State State, or at such other time as Parent and the Company shall agree and specify in the Certificate of the State of Delaware Merger (the "time the Merger becomes effective being the “Effective Time").

Appears in 1 contract

Sources: Agreement and Plan of Merger (Anika Therapeutics, Inc.)

Effective Time. Subject The parties hereto shall cause to be filed with the provisions Delaware Secretary of this Agreement, as soon as practicable on the Closing Date, State a certificate of merger (the "Certificate of Merger") shall be properly executed in form and duly filed with substance reasonably satisfactory to the Secretary of State of Buyer and the State of Delaware as provided in the DGCLSeller. 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 or at such subsequent time as the Buyer and the Seller shall agree and shall be specified in the Certificate of the State of Delaware Merger (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 1 contract

Sources: Acquisition Agreement (U.S. Silica Holdings, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, the Parties shall file a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with the relevant provisions of the DLLCA with the Secretary of State of Delaware, and shall be properly executed make any and duly all other filings or recordings required under the DLLCA to effectuate the Merger. The Merger shall become effective at the time when the Certificate of Merger has been filed with the Secretary of State of the State of Delaware or such later time as provided may be specified in 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 (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Real Goods Solar, Inc.)

Effective Time. Subject to Upon the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") parties shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided in a certificate of merger (the DGCL“Certificate of Merger”). The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent date and time as Parent and the Company shall agree and as shall be specified in the Certificate of Merger (the "date and time the Merger becomes effective being the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (E-Z-Em, Inc.)

Effective Time. Subject Concurrently with the Closing, the parties shall cause the Merger to be consummated by filing with the provisions Secretary of this Agreement, as soon as practicable on State of Delaware (the Closing Date, “Secretary of State”) a certificate of merger (the "Certificate of Merger") shall be properly executed in such form as is required by and duly filed executed in accordance with the Secretary Section 251 of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon (the filing of “Effective Time”) when the Certificate of Merger has been filed with the Secretary of State or at such later time as is agreed by NFP and the Company and specified in the Certificate of the State of Delaware (the "Effective Time")Merger.

Appears in 1 contract

Sources: Merger Agreement (National Financial Partners Corp)

Effective Time. Subject to The Merger shall become effective as set forth in the provisions of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") which shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "Delaware Secretary") on the Closing Date (as defined in Section 9.1). The term "Effective Time")" shall be the date and time when the Merger becomes effective, as set forth in the Certificate of Merger.

Appears in 1 contract

Sources: Merger Agreement (First Chicago NBD Corp)

Effective Time. Subject to The Merger will be consummated by the provisions filing of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the DGCLDelaware Act. The Merger shall will become effective upon at such time as the filing certificate of the Certificate of Merger merger is duly filed with the Secretary of State of Delaware or at such later time as S▇▇▇ and MMI mutually agree and specify in the State certificate of merger. The time the Merger becomes effective in accordance with Sections 103 and 251 of the Delaware (Act is referred to in this Agreement as the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Metal Management Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") -------------- parties hereto shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided a certificate of merger in the DGCLform prepared by or on behalf of Parent, subject to the reasonable approval of the Company and consistent with this Agreement (the "Merger Certificate"). The Merger shall become effective upon at such time as the filing of the ------------------- Merger Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (the "Effective Time").. --------------

Appears in 1 contract

Sources: Merger Agreement (Mac-Gray Corp)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the parties hereto shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in and shall make all other filings or recordings required by the DGCLDGCL with respect to the Merger. The Merger shall become effective upon on the filing of date specified in the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Playcore Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, a certificate of merger (the "Company and Merger Sub will file the Certificate of Merger") shall be properly executed and duly filed Merger with the Office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Office of the Secretary of State of Delaware, or at such later date or time as is agreed by Parent and the State Company and specified in the Certificate of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (K12 Inc)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (Merger Parties hereto shall cause the "Certificate of Merger") Merger to be filed with the Secretary of State of the State of Delaware in accordance with the DGCL. The time the Merger becomes effective in accordance with applicable law, which shall be properly executed the 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 other date and time as provided is agreed between the Merger Parties and specified in 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 (Merger, is referred to herein as the "Effective Time.").

Appears in 1 contract

Sources: Merger Agreement (Mantech International Corp)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, the -------------- parties hereto shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of --------------------- the State of Delaware as provided in and shall make all other filings or recordings required by the DGCLDGCL with respect to the Merger. The Merger shall become effective upon on the filing of date specified in the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").. --------------

Appears in 1 contract

Sources: Merger Agreement (Carey International Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on after the Closing DateClosing, the parties hereto will file with the Secretary of State of the State of Delaware, a certificate of merger (in such form as required by, and executed in accordance with, the "Certificate relevant provisions of Merger") shall be properly executed and duly filed the corporation law of such state. The effective time of the filing of the certificate of merger with the Secretary of State of the State of Delaware as provided in 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 (is the "Effective Time.").

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Regent Group Inc /De)

Effective Time. Subject to the provisions of this Agreement, At or as soon as practicable on following the Closing DateClosing, the parties shall file a certificate of merger or other appropriate documents with the Secretary of State of Delaware with respect to the Merger executed in accordance with the relevant provisions of the DGCL (the "Certificate of Merger") ). The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of Delaware or at such other time as Parent, Merger Sub and the State of Delaware as provided Company shall agree should be specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (the Secretary of State of time the State of Delaware (Merger becomes effective being referred to herein as the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Warrior Energy Services CORP)

Effective Time. Subject to Upon the provisions Closing, the parties shall file with the Secretary of this Agreement, as soon as practicable on State of the Closing Date, State of Delaware a certificate of merger (the "Certificate of Merger") ). The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with and accepted by the Secretary of State of the State of Delaware or at such subsequent time as provided Parent and the Company shall agree and as shall be specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (the Secretary of State of date and time the State of Delaware (Merger becomes effective being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Isotis Inc)

Effective Time. Subject to On the provisions of this AgreementClosing Date, or as soon as practicable on thereafter, the Closing Date, parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger with is so duly filed or at such time thereafter as is provided in the Secretary Certificate of State of the State of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Sudbury Inc)

Effective Time. Subject to Upon the provisions of this AgreementClosing, as soon as practicable on the Closing Date, parties shall file a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware and shall be properly executed and make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as provided is agreed by Parent and Company and specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (the Secretary of State of time the State of Delaware (Merger becomes effective being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Sersys Acquisition Corp)

Effective Time. Subject to At the provisions of this Agreement, closing (as soon as practicable on the Closing Datehereinafter defined), a certificate of merger (the "Certificate of Merger") shall be properly duly prepared and executed by Sub and duly filed with delivered to the Secretary of State of the State of Delaware as provided in the DGCLfor filing. The Merger shall become effective upon at the time of filing of the Certificate of Merger Merger, hereinafter referred to as the "Effective Time." Sub shall also file with the Secretary of State of the State of Delaware (the "Effective Time")New York all necessary documentation.

Appears in 1 contract

Sources: Merger Agreement (X Ceed Inc)

Effective Time. Subject At the time of the Closing, the parties shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware in such form as provided required by, and executed in accordance with the relevant provisions of, the Business Corporation Act (the date and time of such filing, or such later time as may be agreed to by the parties hereto and specified in the DGCL. The Merger shall become effective upon the filing Certificates of the Certificate of Merger with the Secretary of State of the State of Delaware (Merger, being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Hollywood Entertainment Corp)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Dateparties shall duly prepare, execute and file a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided with respect to the Merger and make all other filings or recordings required by the DGCL in connection with the DGCLMerger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary or at such later time as is specified in such Certificate of State of the State of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (United Airlines, Inc.)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, a certificate of merger (the "Parties shall execute and file the Certificate of Merger") shall be properly executed and duly filed Merger with the Delaware Secretary of State of the State of Delaware as provided in the DGCLState. 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 in accordance with the provisions of Section 251 of the State DGCL, or at such later time as may be stated in the Certificate of Delaware Merger (the date and time of such filing, or such later date or time as may be set forth therein, being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (International Game Technology)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on or after the Closing Date, the parties hereto shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in and shall make all other filings or recordings required by the DGCLDGCL with respect to the Merger. The Merger shall become effective upon on the filing of date specified in the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Gleason Reporting Group)

Effective Time. Subject to The Merger shall become effective as set forth in the provisions of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") which shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "Effective Time"“Delaware Secretary”)., on the Closing Date (as hereinafter

Appears in 1 contract

Sources: Merger Agreement (Maxtor Corp)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") parties shall be properly executed and duly filed file with the Secretary of State of the State of Delaware as provided a certificate of merger (the “Certificate of Merger”) executed in accordance with the DGCLrelevant provisions of the Delaware Law and shall make all other filings or recordings required under the Delaware Law. The Merger shall become effective upon at the filing of time the Certificate of Merger with is accepted for filing by the Secretary of State of Delaware in accordance with the State of Delaware (Law. The date and time when the "Merger shall become effective is herein referred to as the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Shutterfly Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on On the Closing Date, a certificate of merger (the "Company and Merger Sub will file the Certificate of Merger") shall be properly executed and duly filed Merger with the Office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Office of the Secretary of State of Delaware, or at such later date or time as is agreed by Parent and the State Securityholders’ Representative and specified in the Certificate of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Par Pharmaceutical Companies, Inc.)

Effective Time. Subject to The Merger shall become effective at the provisions of this Agreement, as soon as practicable on time and date that the Closing Date, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with ), in the form attached hereto as Exhibit 7, is accepted for filing by the Secretary of State of the State of Delaware as provided in accordance with the provisions of Section 251 of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with shall be executed by the Surviving Corporation and delivered to the Secretary of State of the State of Delaware (for filing on the Closing Date. The date and time when the Merger becomes effective are referred to herein as the "Effective Time.").

Appears in 1 contract

Sources: Merger Agreement (Pegasus Communications Corp)

Effective Time. Subject to As of the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a Parties will cause the certificate of merger (the "Certificate of Merger") shall to be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in 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 (the "“DE SOS”) as provided in the DGCL. The Merger shall become effective on the date and time (referred to as the “Effective Time")”) at which the Certificate of Merger is duly filed with the DE SOS, or at such other date and time as is agreed among the Parties and specified in the Certificate of Merger.

Appears in 1 contract

Sources: Merger Agreement (First Mid Illinois Bancshares Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on after the Closing Datesatisfaction or waiver of the conditions set forth in Article X, the parties hereto will file a certificate of merger (the "Certificate of Merger") with the Secretary of State of Delaware and make all other filings or recordings required by the GCL in connection with the Merger. The Merger shall be properly executed and become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as provided is specified in 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 (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (PFF Bancorp Inc)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a A certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided after the Conversion and prior to the effectiveness of the registration statement filed to register the Successor Corporation Common Stock offered in the DGCLIPO. The Merger shall become effective upon the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware or at such other time as the parties may agree and as shall be stated in such certificate of merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Archipelago Holdings L L C)

Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, a A certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in on the DGCL. The Closing Date and the Merger shall become be deemed effective upon as of the time of the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Brown & Brown Inc)

Effective Time. Subject to At the provisions of this AgreementClosing, as soon as practicable on the Closing Date, parties shall file a certificate of merger (the "Certificate of Merger") shall be properly in such form as is required by and executed and duly filed in accordance with the Secretary of State relevant provisions of the State of Delaware as provided in the DGCLstatutes. The Merger shall become effective upon as of 11:59 pm on the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Closing Date (the "date and time that the Merger becomes effective being referred to herein as the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (GEE Group Inc.)

Effective Time. Subject to Simultaneously with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") -------------- Merger shall be properly executed and duly filed with in the office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State such office. The date and time of the State effectiveness of the Merger under the laws of Delaware (is the "Effective Time.").

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Netsource Communications Inc)

Effective Time. Subject to At the provisions of this Agreement, as soon as practicable on the Closing DateClosing, a certificate of merger (the "Certificate of Merger") shall be properly duly prepared and executed by the Surviving Corporation and duly filed with the Secretary of State of the State of Delaware as provided in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with thereafter delivered to the Secretary of State of the State of Delaware (the "“Secretary of State”) for filing as soon as practicable on the Closing Date. The Merger shall become effective at the time provided in the Certificate of Merger (the date and time so provided in the Certificate of Merger being referred to herein as the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Mdi, Inc.)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Parties shall cause a certificate of merger (the "Certificate of Merger") shall with respect to the Merger to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the DGCL and the terms of this Agreement. The Merger shall become effective 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 provided is agreed by the Parties and specified as the Effective Time in 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 (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (EnergySolutions, Inc.)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Company shall be properly executed and duly filed file with the Secretary of State of the State of Delaware a certificate of merger for the Merger (the “Certificate of Merger”), duly executed in accordance with, and in such form as provided in required by, the DGCL. The Merger shall become effective upon at the 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 specify in the Certificate of Merger (the "time the Merger becomes effective, the “Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Mantech International Corp)

Effective Time. Subject to Concurrently with the provisions of this AgreementClosing, as soon as practicable on the Closing Date, Company shall file a certificate of merger with respect to the Merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the DGCL. The Merger shall be properly executed become effective on the 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 other date and time as provided is agreed between the parties and specified in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with (such date and time, the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Avid Technology, Inc.)

Effective Time. Subject At the Closing, the parties hereto shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, be consummated by filing a certificate of merger (with the "Certificate Secretary of State of the State of Delaware and by making any related filings required under the DGCL in connection with the Merger") . The Merger shall be properly executed and become effective 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 provided is agreed to by the parties hereto and as is specified in the DGCL. The Merger shall become effective upon the filing certificate of the Certificate of Merger with the Secretary of State of the State of Delaware merger (the "Effective Time").

Appears in 1 contract

Sources: Agreement and Plan of Merger (Bet Holdings Inc)

Effective Time. Subject to the provisions of this Agreement, as As soon as practicable on after the Closing DateClosing, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed parties hereto will file with the Secretary of State of the State of Delaware a certificate of merger in such form as provided required by, and executed in accordance with, the DGCLrelevant provisions of the corporation law of such state. The Merger shall become effective upon time of the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware (is the "Effective Time.").

Appears in 1 contract

Sources: Merger Agreement (LCS Golf Inc)

Effective Time. Subject At the Closing, the parties shall cause the Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware in such form as provided required by, and executed in the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger accordance with the Secretary relevant provisions of, Delaware Law (the date and time of State of the State of Delaware (such filings, or such later date and time as may be set forth therein, being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Barnesandnoble Com Inc)

Effective Time. Subject to the provisions of this Agreement, As promptly as soon as practicable possible on the Closing Date, a certificate of merger (the "Certificate of Merger") parties shall cause the Merger to be properly executed and duly filed consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) in such form as provided is required by and executed in accordance with the DGCL. The Merger shall become be effective upon as of the date and time of the filing of the Certificate of Merger with the Delaware Secretary of State State, or at such later time as shall be agreed upon by Parent and the Company and specified in the Certificate of the State of Delaware Merger (the "Effective Time").

Appears in 1 contract

Sources: Agreement and Plan of Merger (Metalico Inc)

Effective Time. Subject to the provisions of this Agreement, as soon As promptly as practicable on after the Closing DateClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of, Delaware Law and in such form as provided in approved by the DGCL. The Merger shall become effective upon Company and Acquiror prior to such filing (the date and time of the filing of the Certificate of Merger with or the Secretary of State of the State of Delaware (time specified therein being the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Hagler Bailly Inc)

Effective Time. Subject Pursuant to the provisions of this AgreementPlan, as soon as practicable on the Closing Date, a certificate of merger Merger shall become effective at the time (the "Certificate of MergerEffective Time") shall be properly executed and duly filed of filing with the Secretary of State of the State of Delaware a properly executed certificate of merger, together with any other documents required by law to effectuate the Merger, or at such later time as provided may be specified in the DGCLcertificate of merger. The Merger parties shall become effective upon cause the filing certificate of the Certificate of Merger merger to be filed with the Secretary of State of the State state of Delaware (as soon as practicable after the "Effective Time")Closing.

Appears in 1 contract

Sources: Merger Agreement (Coffee People Inc)

Effective Time. Subject to the provisions Upon authorization and execution of this AgreementAgreement by the parties, the parties hereto shall file a Certificate of Merger in the form attached hereto as soon as practicable on the Closing Date, a certificate of merger Exhibit A (the "Certificate of Merger") shall be properly executed and duly filed with the Secretary of State of the State of Delaware as provided in (the DGCL“Secretary of State”). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (AmpliPhi Biosciences Corp)

Effective Time. Subject to Simultaneously with the provisions Closing, the Certificate -------------- of this Agreement, as soon as practicable on the Closing Date, a certificate of merger (the "Certificate of Merger") Merger shall be properly executed and duly filed with in the office of the Secretary of State of the State of Delaware as provided in the DGCLDelaware. The Merger shall become effective immediately upon the filing of the Certificate of Merger with the Secretary of State such office. The date and time of the State effectiveness of the Merger under the laws of Delaware (is the "Effective Time.").

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Visigenic Software Inc)

Effective Time. Subject to After the provisions of this Agreement, as soon as practicable Parties have agreed on the Closing DateEffective Time (as defined below), the Parties will cause a certificate of merger (the "Certificate of Merger") shall to be properly executed executed, acknowledged and duly filed with the Secretary of State of the State of Delaware as provided in the DGCLDelaware LLCA. The Merger shall become effective upon at such time as may be agreed by the filing of Parties, in their sole discretion, and specified in the Certificate of Merger with the Secretary of State of the State of Delaware (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Dynasty Financial Partners Inc.)

Effective Time. Subject to A certificate of merger satisfying the provisions applicable requirements of this AgreementDelaware Law in substantially the form attached hereto as Exhibit F (the “Certificate of Merger”) shall be duly executed by the Company and, concurrently with or as soon as practicable on following the Closing DateClosing, a certificate of merger (the "Certificate of Merger") shall be properly executed and duly filed with delivered to the Secretary of State of the State of Delaware as provided in the DGCLfor filing. 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 Acquirer and the Company agree and specify in the Certificate of Merger (the "Effective Time").

Appears in 1 contract

Sources: Merger Agreement (Logiq, Inc.)