The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 27 contracts
Sources: Merger Agreement (XOMA Royalty Corp), Merger Agreement (Concentra Biosciences, LLC), Agreement and Plan of Merger (XOMA Royalty Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle VIII, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 23 contracts
Sources: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Andretti Acquisition Corp.), Business Combination Agreement (Maquia Capital Acquisition Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), on the Closing Date, (a) Merger Sub shall will be merged with and into the Company at the Effective Time. At the Effective Time, Company; (b) the separate corporate existence of Merger Sub shall cease will thereupon cease; and (c) the Company shall will continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 16 contracts
Sources: Merger Agreement (Rover Group, Inc.), Merger Agreement (New Relic, Inc.), Merger Agreement
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger at the Effective Time, Acquisition Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Acquisition Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 15 contracts
Sources: Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Aratana Therapeutics, Inc.), Merger Agreement (Itron Inc /Wa/)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 13 contracts
Sources: Merger Agreement (Timberland Co), Agreement and Plan of Merger (V F Corp), Merger Agreement (Gordmans Stores, Inc.)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time“Merger”), the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Section 259 of the DGCL.
Appears in 12 contracts
Sources: Merger Agreement (NorthWestern Energy Group, Inc.), Merger Agreement (Northwestern Corp), Merger Agreement (Great Elm Group, Inc.)
The Merger. On At the Effective Time, and on the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub the Company shall be merged with and into the Company at the Effective Time. At the Effective TimeMerger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation. Merger Sub, as the surviving corporation (after the “Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 9 contracts
Sources: Merger Agreement (BSD Software Inc), Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 9 contracts
Sources: Merger Agreement (Shockwave Medical, Inc.), Merger Agreement (Ambrx Biopharma, Inc.), Merger Agreement (Ambrx Biopharma, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation (after the Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 9 contracts
Sources: Merger Agreement (Western Union CO), Merger Agreement (International Money Express, Inc.), Merger Agreement (Verizon Communications Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the cease. The Company shall will continue as the surviving corporation (the “Surviving Corporation”). The Merger shall be effected under Section 251(h) of the DGCL as soon as practicable following the consummation of the Offer.
Appears in 9 contracts
Sources: Merger Agreement (2seventy Bio, Inc.), Merger Agreement (Deciphera Pharmaceuticals, Inc.), Merger Agreement (Harmony Biosciences Holdings, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 9 contracts
Sources: Merger Agreement (Nextgen Healthcare, Inc.), Merger Agreement (Providence Service Corp), Merger Agreement (Entellus Medical Inc)
The Merger. On Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 8 contracts
Sources: Merger Agreement (Pernix Therapeutics Holdings, Inc.), Merger Agreement (Somaxon Pharmaceuticals, Inc.), Merger Agreement (Scpie Holdings Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime of the Merger (as defined in Section 1.3). At Also at the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the DGCL.
Appears in 8 contracts
Sources: Merger Agreement (Synergy CHC Corp.), Merger Agreement (Synergy CHC Corp.), Merger Agreement (Mount Knowledge Holdings, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged merge with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (Surviving Corporation in the “Surviving Corporation”)Merger.
Appears in 7 contracts
Sources: Agreement and Plan of Merger (Zhongpin Inc.), Merger Agreement (Zhongpin Inc.), Agreement and Plan of Merger (China Security & Surveillance Technology, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 7 contracts
Sources: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.), Merger Agreement (Forest Laboratories Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 7 contracts
Sources: Merger Agreement, Merger Agreement (BakerCorp International, Inc.), Merger Agreement (United Rentals North America Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue be the surviving corporation in the Merger. The Company, as the surviving corporation (after the Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 7 contracts
Sources: Merger Agreement (Biotelemetry, Inc.), Merger Agreement (MyoKardia, Inc.), Merger Agreement (Spectranetics Corp)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Sections 251(g) and 259 of the DGCL.
Appears in 6 contracts
Sources: Merger Agreement (Rocket Lab USA, Inc.), Merger Agreement (Howard Hughes Corp), Merger Agreement (Howard Hughes Holdings Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Sources: Merger Agreement (Michael Foods Inc/New), Merger Agreement (Iron Acquisition Corp), Merger Agreement (Pilgrims Pride Corp)
The Merger. On At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into Company (the Company at the Effective Time. At the Effective Time"Merger"), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. Company as the surviving corporation (after the “Merger is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 6 contracts
Sources: Agreement and Plan of Merger (Cea Acquisition Corp), Merger Agreement (Digital Insight Corp), Merger Agreement (Fairchild Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, the DGCL), Merger Sub shall be merged merge with and into the Company at the Effective TimeTime (as defined below). At the Effective Time, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Merger Sub in accordance with the DGCL.
Appears in 6 contracts
Sources: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (Network Equipment Technologies Inc)
The Merger. On Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Comverge, Inc.), Merger Agreement (Solutia Inc)
The Merger. On Upon the terms of this Agreement and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 6 contracts
Sources: Merger Agreement (Conductus Inc), Merger Agreement (SDL Inc), Merger Agreement (Superconductor Technologies Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) 251 of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") in accordance with the DGCL.
Appears in 5 contracts
Sources: Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)
The Merger. On the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (Snap One Holdings Corp.), Merger Agreement (Resideo Technologies, Inc.), Merger Agreement (PPD, Inc.)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged will merge with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.), Merger Agreement (Computer Software Innovations, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (Plug Power Inc), Merger Agreement (Am-Source, LLC), Merger Agreement (TransDigm Group INC)
The Merger. On At the terms and subject to the conditions set forth in this AgreementEffective Time, and in accordance with the DGCL (including Section 251(h) of this Agreement and the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation (surviving the Merger after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations.”).
Appears in 5 contracts
Sources: Merger Agreement (Sauer Danfoss Inc), Merger Agreement (Kensey Nash Corp), Merger Agreement (Seracare Life Sciences Inc)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Time, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation”).” At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.), Agreement and Plan of Reorganization (Cogent Communications Group Inc), Agreement and Plan of Reorganization (Cogent Communications Group Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (Phoenix Companies Inc/De), Merger Agreement, Merger Agreement (Virgin Mobile USA, Inc.)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (Neulion, Inc.), Merger Agreement (Bioverativ Inc.), Merger Agreement (DreamWorks Animation SKG, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall will be merged with and into the Company at (the Effective Time. At the Effective Time“Merger”), the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation. The Company as the surviving corporation (after the Merger is referred to in this Agreement as the “Surviving Corporation.”).
Appears in 5 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (EF Johnson Technologies, Inc.), Merger Agreement (Bae Systems PLC)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Agreement and Plan of Merger, Merger Agreement (Airxcel Inc), Merger Agreement (Amf Bowling Worldwide Inc)
The Merger. On Upon the terms of this Agreement and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Agreement and Plan of Merger (Lenco Mobile Inc.), Merger Agreement (Lenco Mobile Inc.), Merger Agreement (DemandTec, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of and the DGCL)DLLCA, Merger Sub the Company shall be merged with and into the Company Merger Sub at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of the Company shall cease, and Merger Sub shall cease and the Company shall continue as the surviving corporation company (the “Surviving CorporationCompany”)) and shall succeed to and assume all the rights and obligations of the Company in accordance with the DGCL and the DLLCA.
Appears in 4 contracts
Sources: Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Applera Corp)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to and upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Time, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 4 contracts
Sources: Transaction Agreement (New Laser Corp), Transaction Agreement (New Laser Corp), Transaction Agreement (New Laser Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”), and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (DJO Finance LLC), Merger Agreement (Colfax CORP), Merger Agreement (R1 RCM Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Merger Agreement (Unionbancal Corp), Merger Agreement (Mitsubishi Ufj Financial Group Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time“Merger”), the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Acxiom Corp), Merger Agreement (3com Corp), Merger Agreement (3com Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (sometimes referred to herein as the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Virage Inc), Merger Agreement (Autonomy Corp PLC), Merger Agreement (Sentigen Holding Corp)
The Merger. On At the Effective Time (as defined in Section 1.2), and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (corporation. The Company after the “Effective Time is hereinafter sometimes referred to as the "Surviving Corporation”)" and sometimes referred to as "the Company."
Appears in 4 contracts
Sources: Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp), Information Statement (Allmerica Financial Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company, in accordance with the Effective Time. At provisions of the Effective TimeDGCL, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II.
Appears in 4 contracts
Sources: Merger Agreement (Aly Nauman A), Merger Agreement (Providence Equity Partners VI L P), Merger Agreement (Sra International Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Merger shall be effected pursuant to Section 251(h) of the DGCL as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Johnson & Johnson), Merger Agreement (Abiomed Inc), Merger Agreement (Johnson & Johnson)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, the Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of the Merger Sub shall cease and cease. Following the Merger, the Company shall continue as the surviving corporation (sometimes referred to herein as the “Surviving Corporation”). The Merger shall have the effects provided in this Agreement and the applicable provisions of the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (PTC Inc.), Agreement and Plan of Merger (PTC Inc.), Merger Agreement
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged will merge with and into the Company at (the Effective Time. At the Effective Time“Merger”), and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence under the DGCL as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 4 contracts
Sources: Merger Agreement (Sajan Inc), Merger Agreement (Romulus Corp.), Merger Agreement (On-Air Impact, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle 8, and in accordance with the DGCL (including Section 251(h) of and the DGCL)NRS, Merger Sub at the Effective Time, the Company shall be merged with and into Merger Sub. As a result of the Company at the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation entity of the Merger (provided that references to the “Company for periods after the Effective Time shall include the Surviving Corporation”Company).
Appears in 4 contracts
Sources: Merger Agreement (Progressive Care Inc.), Merger Agreement (NextPlat Corp), Merger Agreement (Progressive Care Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreementhereof, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)) and shall continue its corporate existence under the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Blackbaud Inc), Merger Agreement (Convio, Inc.), Merger Agreement (Kintera Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), on the Closing Date, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Actividentity Corp), Merger Agreement (Sumtotal Systems Inc), Merger Agreement (Sumtotal Systems Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 4 contracts
Sources: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Ims Health Inc), Merger Agreement (Etrials Worldwide Inc.)
The Merger. On At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. The Company, as the surviving corporation (after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Westaff Inc), Merger Agreement (Ablest Inc), Merger Agreement (FCStone Group, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation company in the Merger (sometimes hereinafter referred to as the “Surviving CorporationCompany”), and the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Twilio Inc), Merger Agreement (SendGrid, Inc.), Merger Agreement (Engility Holdings, Inc.)
The Merger. On At the terms and subject to the conditions set forth in this AgreementEffective Time, and in accordance with the DGCL (including Section 251(h) of this Agreement and the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation (surviving the Merger after the Effective Time may be referred to as the “Surviving Corporation” and (ii) the Company and Merger Sub are collectively referred to as the “Constituent Corporations”).
Appears in 4 contracts
Sources: Merger Agreement (Pfizer Inc), Merger Agreement (Encysive Pharmaceuticals Inc), Merger Agreement (Charlotte Russe Holding Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) relevant provisions of the DGCL), Merger Sub Subsidiary shall be merged with and into the Company (the "Merger") at the Effective TimeTime (hereinafter defined). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub Subsidiary shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") and shall succeed to and assume all the rights and obligations of Merger Subsidiary in accordance with the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Gaylord Container Corp /De/), Merger Agreement (Temple Inland Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Carreker Corp), Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Pegasus Solutions Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company in accordance with the DGCL. By virtue of the Merger, at the Effective Time. At the Effective Time, (a) the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Mikros Systems Corp), Merger Agreement (TransDigm Group INC), Merger Agreement (Esterline Technologies Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Glaxosmithkline PLC), Merger Agreement (Ats Corp), Merger Agreement (ARGON ST, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Geo Group Inc), Agreement and Plan of Merger (Psychiatric Solutions Inc), Merger Agreement (Universal Health Services Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 3 contracts
Sources: Merger Agreement (BNC Mortgage Inc), Merger Agreement (BNMC Acquisition Co), Merger Agreement (Buckley Evan R)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of CGCL, on the DGCL)Closing Date, Merger Sub shall be merged with and into the Company at the Effective TimeTime (the “Merger”). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the CGCL.
Appears in 3 contracts
Sources: Merger Agreement, Agreement and Plan of Merger (Pixar \Ca\), Merger Agreement (Walt Disney Co/)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL)CGCL, Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) in accordance with the CGCL.
Appears in 3 contracts
Sources: Merger Agreement (Chalone Wine Group LTD), Merger Agreement (Constellation Brands, Inc.), Merger Agreement (Huneeus Vintners LLC)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h) of the DGCL1.02), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD), Merger Agreement (Chippac Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL (including Section 251(h) of and the DGCL)DLLC Act, at the Effective Time, the Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At the Effective TimeTime and as a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (Surviving Corporation following the “Merger. The existence of the Company shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation”), it shall be governed by the Laws of the State of Delaware.
Appears in 3 contracts
Sources: Merger Agreement (Micro Investment LLC), Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Ev3 Inc.)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged will merge with and into the Company at the Effective Time. At the Effective TimeCompany, and (b) the separate corporate existence of Merger Sub shall will cease and the Company shall will continue its corporate existence as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.), Merger Agreement (MassRoots, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) 251 of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined below). At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”)) in accordance with the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL), Effective Time Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Xo Holdings Inc), Merger Agreement (Primedia Inc), Merger Agreement (Del Monte Foods Co)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the DGCL (including Section 251(h) provisions of the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”).) under the name “TD Banknorth Inc.”
Appears in 3 contracts
Sources: Merger Agreement (Td Banknorth Inc.), Merger Agreement (Toronto Dominion Bank), Merger Agreement (Toronto Dominion Bank)
The Merger. On At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Majesco), Merger Agreement (Majesco), Merger Agreement (InsPro Technologies Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (Hologic Inc), Merger Agreement (Arc Document Solutions, Inc.), Merger Agreement (Sharecare, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(h) of the DGCLas hereinafter defined), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company following the Merger (the “Surviving CorporationCompany”). The corporate existence of the Company, with all its purposes, rights, privileges, franchises, powers and objects, shall continue unaffected and unimpaired by the Merger.
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Harvest Health & Recreation Inc.), Merger Agreement, Merger Agreement
The Merger. On Upon the terms of this Agreement and subject to the satisfaction or, if permissible, waiver of the conditions set forth in this AgreementArticle VIII, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(hi) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, (ii) the separate corporate existence of Merger Sub shall cease and (iii) the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall be effected in accordance with Section 251(h) of the DGCL without a vote of the stockholders of the Company.
Appears in 3 contracts
Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Sl Industries Inc), Merger Agreement (Handy & Harman Ltd.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged merge with and into the Company at the Effective Time. At From and after the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”). The Merger shall have the effects set forth in Section 259 of the DGCL.
Appears in 3 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Alkermes Plc.), Merger Agreement (Amag Pharmaceuticals Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. At the Effective Time“Merger”), and as a result thereof the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (VOXX International Corp), Merger Agreement (Gentex Corp), Merger Agreement (Gentex Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (NextWave Wireless Inc.), Merger Agreement (At&t Inc.), Merger Agreement (Centennial Communications Corp /De)
The Merger. On Subject to the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance compliance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation. For purposes of this Agreement, (i) the corporation (surviving the “Merger after the Effective Time is sometimes referred to as the "Surviving Corporation”)" and (ii) the Company and Merger Sub are collectively referred to as the "Constituent Corporations".
Appears in 3 contracts
Sources: Merger Agreement (Sciele Pharma, Inc.), Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL DGCL, at the Effective Time (including as defined in Section 251(h1.03 herein) of the DGCL), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Sources: Merger Agreement (Hub International LTD), Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD)
The Merger. On Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the DGCL (including Section 251(h) provisions of the DGCLDGCL and the DLLCA, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “"Surviving Corporation”)") under the name BancWest Corporation.
Appears in 3 contracts
Sources: Merger Agreement (Bancwest Corp/Hi), Merger Agreement (BNP Paribas), Merger Agreement (Bancwest Corp/Hi)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (hereinafter sometimes referred to as the “"Surviving Corporation”Company").
Appears in 3 contracts
Sources: Merger Agreement (Axys Pharmaceuticals Inc), Merger Agreement (Axys Pharmaceuticals Inc), Merger Agreement (Applera Corp)
The Merger. On At the Effective Time, and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (of the Merger. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Inovalon Holdings, Inc.), Merger Agreement (Emc Corp), Merger Agreement (Vmware, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreementherein, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) and the Merger shall be effected as soon as practicable following the Offer Closing without a vote on the adoption of this Agreement by the stockholders of the Company.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Nimble Storage Inc), Merger Agreement (Hewlett Packard Enterprise Co)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (PeopleSupport, Inc.), Merger Agreement (Francisco Partners II LP), Merger Agreement (Quadramed Corp)
The Merger. On In accordance with Section 251(g) of the DGCL and subject to, and upon the terms and subject to the conditions set forth in of, this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall shall, at the Effective Date, be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). At the Effective Date, the effects of the Merger shall be as provided in Section 259 of the DGCL.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Ipc Communications Inc /De/), Merger Agreement (Activision Inc /Ny), Merger Agreement (Ipc Information Systems Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL at the Effective Time (including Section 251(h) of the DGCLas defined herein), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Three Cities Fund Ii Lp), Merger Agreement (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At As a result of the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Cardinal Health Inc), Merger Agreement (Cardinal Health Inc), Merger Agreement (Viasys Healthcare Inc)
The Merger. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at Company, which shall be the Effective Timesurviving corporation in the Merger (the "SURVIVING CORPORATION"). At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company other effects of the Merger shall continue be as set forth in Section 259 of the surviving corporation (the “Surviving Corporation”)DGCL.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Ontario Teachers Pension Plan Board), Stock Purchase Agreement (Paragon Trade Brands Inc), Stock Purchase Agreement (Paragon Trade Brands Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”)) and shall continue to be governed by the DGCL, and the separate corporate existence of the Company, with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger except as otherwise provided herein.
Appears in 3 contracts
Sources: Merger Agreement (Plethico Pharmaceuticals Ltd.), Merger Agreement (Natrol Inc), Merger Agreement (Nutra Acquisition CO Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with DGCL, the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at on the Effective TimeClosing Date. At Following the Effective TimeMerger, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation (the “"Surviving Corporation”").
Appears in 3 contracts
Sources: Merger Agreement (Schulman Robert I), Merger Agreement (Massachusetts Mutual Life Insurance Co), Merger Agreement (Tremont Advisers Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company, and the Effective Timeseparate existence of Merger Sub shall cease. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Sesen Bio, Inc.), Merger Agreement (Rexahn Pharmaceuticals, Inc.), Merger Agreement (Rexahn Pharmaceuticals, Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Article 7 and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. As a result of the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (McAfee, Inc.), Merger Agreement (Intel Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger at the Effective Time, Acquisition Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Acquisition Sub shall cease and the cease. The Company shall will continue as the surviving corporation (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of DGCL and shall be effected as soon as practicable following consummation of the Offer.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Franklin UK Bidco LTD), Merger Agreement (Planet Payment Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective TimeTime (as defined in Section 1.3). At Following the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation (sometimes referred to herein as the “"Surviving Corporation”").
Appears in 3 contracts
Sources: Merger Agreement (Morgan Associates Inc), Merger Agreement (Kinder Richard D), Merger Agreement (K N Energy Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time, (including Section 251(ha) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and (b) the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (Fortegra Financial Corp), Merger Agreement (Tiptree Financial Inc.), Merger Agreement (Nobel Learning Communities Inc)
The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with at the DGCL (including Section 251(h) of the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL.
Appears in 3 contracts
Sources: Merger Agreement (CONMED Corp), Merger Agreement (CONMED Corp), Merger Agreement (Conmed Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of and the DGCL)DLLCA, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL and the DLLCA.
Appears in 3 contracts
Sources: Merger Agreement (Novelis Inc.), Merger Agreement (Aleris Corp), Merger Agreement (Novelis Inc.)
The Merger. On At the Effective Time and subject to and upon the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation (and as a wholly-owned subsidiary of NewCo. The surviving corporation after the Merger is sometimes referred to hereinafter as the “Surviving Corporation.”).
Appears in 3 contracts
Sources: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Imago BioSciences, Inc.), Merger Agreement (Zyla Life Sciences), Merger Agreement (Intersections Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) applicable provisions of the DGCL), at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation (of the Merger. The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time. The Company, as the surviving corporation of the Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Horizon Pharma PLC), Merger Agreement (Raptor Pharmaceutical Corp)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At Following the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”).
Appears in 3 contracts
Sources: Merger Agreement (KSW Inc), Merger Agreement (Amylin Pharmaceuticals Inc), Merger Agreement (Bristol Myers Squibb Co)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL DGCL, at the Effective Time (including Section 251(has defined below) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective TimeCompany, and the separate corporate existence of Merger Sub shall cease thereupon cease, and the Company shall continue as be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (12th Street Financial, LLC), Merger Agreement (Harborview Master Fund Lp), Merger Agreement (Hepalife Technologies Inc)
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of and the DGCL)ARS, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. At the Effective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as be the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) and shall continue its limited liability company existence under the laws of the State of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger (TILT Holdings Inc.), Merger Agreement
The Merger. On Upon the terms and subject to the conditions set forth in this Agreement, Agreement and in accordance with the DGCL (including Section 251(h) of DGCL, at the DGCL)Effective Time, Merger Sub shall be merged with and into the Company at Company. Following the Effective Time. At the Effective TimeMerger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Miromatrix Medical Inc.), Merger Agreement (Neos Therapeutics, Inc.), Merger Agreement (Aytu Bioscience, Inc)