The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 53 contracts
Sources: Merger Agreement (M2i Global, Inc.), Merger Agreement (Volato Group, Inc.), Merger Agreement (Cara Therapeutics, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 6 contracts
Sources: Merger Agreement (Care.com Inc), Merger Agreement (NCR Corp), Agreement and Plan of Merger (Intuit Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Articles of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 5 contracts
Sources: Merger Agreement (Qlogic Corp), Merger Agreement (Sattel Global Networks Inc), Merger Agreement (Sattel Global Networks Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 5 contracts
Sources: Merger Agreement (iHookup Social, Inc.), Merger Agreement (iHookup Social, Inc.), Merger Agreement (Infinity Oil & Gas Co)
The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which the Company shall be merged with and into Merger Sub, the Companyseparate corporate existence of the Company shall thereupon cease, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.
Appears in 5 contracts
Sources: Merger Agreement (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in under the corporate name it possesses immediately prior to the Effective Time. Company as the surviving corporation after the Merger (is sometimes hereinafter referred to as the “"Surviving Corporation”)."
Appears in 4 contracts
Sources: Agreement and Plan of Merger and Reorganization (Practice Works Inc), Merger Agreement (Infocure Corp), Merger Agreement (Medical Dynamics Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged merge with and into the CompanyCompany in accordance with the GCL, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (Merger. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Emc Corp), Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined below), Merger Sub the Company shall be merged with and into the CompanyMerger Sub, and whereupon the separate existence of Merger Sub the Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Sources: Merger Agreement (Sentient Brands Holdings Inc.), Merger Agreement (TMSR HOLDING Co LTD), Merger Agreement (China Advanced Construction Materials Group, Inc)
The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the Corporation Law, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and the separate corporate existence of Merger Sub shall cease.
Appears in 4 contracts
Sources: Merger Agreement (American Real Estate Partners L P), Merger Agreement (Lear Corp), Merger Agreement (Lear Corp)
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Company will merge with and into Merger Sub (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as be the corporation surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 4 contracts
Sources: Merger Agreement (Hythiam Inc), Merger Agreement (Hythiam Inc), Merger Agreement (Comprehensive Care Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) in accordance with the DLLCA.
Appears in 3 contracts
Sources: Merger Agreement (CyrusOne Inc.), Merger Agreement (Crestwood Midstream Partners LP), Merger Agreement (Noven Pharmaceuticals Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Certificate of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 3 contracts
Sources: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Pairgain Technologies Inc /Ca/), Merger Agreement (Centigram Communications Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as defined in Section 1.3). Also at the Effective Time, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the NRS.
Appears in 3 contracts
Sources: Merger Agreement (Phoenix Plus Corp.), Merger Agreement (RMR Industrials, Inc.), Merger Agreement (RMR Industrials, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeAct, Merger Sub shall be merged merge with and into the Company, and with the separate existence of Merger Sub shall cease. The Company will continue continuing as the surviving corporation in of such merger, at the Merger (the “Surviving Corporation”)Effective Time.
Appears in 3 contracts
Sources: Merger Agreement (Kimball International Inc), Merger Agreement (Kimball International Inc), Merger Agreement (Hni Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the KGCC, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger, Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3(b)), Merger Sub shall be merged with and into the CompanyCompany (the merger of Merger Sub into the Company being referred to as the “Merger”). By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Zayo Group LLC), Merger Agreement (Zayo Group LLC), Merger Agreement (Abovenet Inc)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of HoldCo.
Appears in 3 contracts
Sources: Merger Agreement (PNK Entertainment, Inc.), Merger Agreement (Ameristar Casinos Inc), Merger Agreement (Pinnacle Entertainment Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the NYBCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger“). The Company will continue as shall 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.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Cole Kenneth Productions Inc), Merger Agreement (Cole Kenneth Productions Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp), Merger Agreement (Medical Device Alliance Inc)
The Merger. Upon 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, at applicable provisions of the Effective TimeAct, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger Surviving Company and as a direct, wholly-owned Subsidiary of Buyer (the “Surviving CorporationMerger”).
Appears in 3 contracts
Sources: Merger Agreement (Seacor Holdings Inc /New/), Merger Agreement (MGP Ingredients Inc), Merger Agreement (Pacific Ethanol, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as hereinafter defined), Merger Sub Subsidiary shall be merged with and into the CompanyCompany pursuant to the terms and conditions set forth herein and in a plan of merger (the "Plan of Merger"). At the Effective Time, and the separate existence of Merger Sub Subsidiary shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 3 contracts
Sources: Merger Agreement (Hollywood Park Inc/New/), Merger Agreement (Hollywood Park Inc/New/), Merger Agreement (Casino Magic Corp)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject conditions of this Agreement and the applicable provisions of the NRS. Merger Sub and the Company shall consummate the Merger, pursuant to the conditions set forth in this Agreement, at the Effective Time, which Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (Merger. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (DatChat, Inc.), Merger Agreement (Spherix Inc)
The Merger. Upon 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, at applicable provisions of the Effective TimeCorporate Code, Merger Sub shall be merged with and into Company (the Company"Merger"), and the separate corporate existence of the Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation. Company as the surviving corporation in of the Merger (is hereinafter sometimes referred to as the “"Surviving Corporation”)."
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
The Merger. Upon 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, at applicable provisions of the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in and a wholly-owned subsidiary of Parent. The Company, following the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Double Eagle Petroleum Co), Merger Agreement (Petrosearch Energy Corp)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The cease and the Company will continue shall become a wholly owned subsidiary of Acquirer (sometimes referred to herein as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Castle Biosciences Inc), Agreement and Plan of Merger (Castle Biosciences Inc)
The Merger. Upon 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, at the Effective TimePBCL, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, as the surviving corporation in after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Rent Way Inc), Merger Agreement (Rent a Center Inc De)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 2.4), Merger Sub shall be merged merge with and into the Company, Company with the Company thereafter continuing as the surviving corporation (the "Surviving Corporation") and the separate --------------------- corporate existence of Merger Sub shall cease. The Company will continue as Merger shall have the surviving corporation effects set forth in the Merger (the “Surviving Corporation”)FBCA.
Appears in 2 contracts
Sources: Merger Agreement (Net2phone Inc), Merger Agreement (Netspeak Corp)
The Merger. Upon At the terms Closing, on and subject to the terms and conditions set forth in of this Agreement, at Company and Merger Sub will consummate the Effective TimeMerger by a merger of the Company with and into Merger Sub, pursuant to which Merger Sub shall be merged with and into the Company, and entity surviving the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)Merger.
Appears in 2 contracts
Sources: Merger and Asset Purchase Agreement (National Rv Holdings Inc), Merger and Asset Purchase Agreement (Riley Investment Management LLC)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the DCGL, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Rain Oncology Inc.), Merger Agreement (Jounce Therapeutics, Inc.)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, at the “Effective Time” (as defined in Section 1.2 hereof), Merger Sub Company shall be merged with and into Merger Sub, which shall be the Companysurviving corporation (the “Surviving Corporation”) in the Merger, and the separate existence of Merger Sub Company shall thereupon cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth in this Agreement, at the Effective TimeCertificate of Merger, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Advanced Power Technology Inc), Merger Agreement (Microsemi Corp)
The Merger. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Analytical Surveys Inc), Merger Agreement (Docucon Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of law, at the Effective Time, Merger Sub (hereinafter defined) and the Company shall consummate a merger as set forth in the Plan of Merger (attached as Exhibit C), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)corporation.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Lithia Motors Inc), Agreement and Plan of Reorganization (Lithia Motors Inc)
The Merger. Upon the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementKGCC, at the Effective Time, Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Elecsys Corp), Merger Agreement (Lindsay Corp)
The Merger. Upon the terms and subject to the conditions set forth of this Agreement and in this Agreementaccordance with the IBCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Ingram Micro Inc), Merger Agreement (Brightpoint Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation limited liability company in the Merger (the “Surviving CorporationEntity”).
Appears in 2 contracts
Sources: Merger Agreement (NTN Buzztime Inc), Merger Agreement (BioPharmX Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.02), Merger Sub shall be merged with and into the Company, Company in accordance with this Agreement and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Sources: Merger Agreement (Royal Precision Inc), Merger Agreement (Royal Precision Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub Merging Company shall be merged with and into the Surviving Company. As a result of the Merger, the separate corporate existence of the Merging Company shall cease and the separate existence of Merger Sub Surviving Company shall cease. The Company will continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Advanced 3-D Ultrasound Services Inc), Merger Agreement (World Energy Solutions, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Chapter 92A of the NRS, at the Effective Time, Time Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Leucadia National Corp), Merger Agreement (Wiltel Communications Group Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeGBCC, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (T/R Systems Inc), Merger Agreement (Electronics for Imaging Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company▇▇▇▇▇ in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as ▇▇▇▇▇ shall be the surviving corporation entity in the Merger (the “Surviving CorporationEntity”). The Merger shall have the effects specified herein and in the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Schlumberger LTD /Nv/), Merger Agreement (Smith International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company. By virtue of the Merger, and at the Effective Time, the separate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”). The Merger shall be governed by and effected under the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Rocket Companies, Inc.), Merger Agreement (Redfin Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as defined in Section 1.3). Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights, properties, liabilities and obligations of Merger Sub in accordance with the NRS.
Appears in 2 contracts
Sources: Merger Agreement (Badu Holdings, Inc.), Merger Agreement (Drayton Harbor Resources Inc.)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement and in accordance with the conditions set forth in this AgreementAct, at the Effective Time, Merger Sub shall be merged with and into the Company, Company (the “Merger”) and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) and as the wholly-owned subsidiary of Parent. The separate corporate existence of Merger Sub will terminate following the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Luminex Corp), Merger Agreement (Luminex Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Timehereof, Merger Sub shall be merged with and into the Company at the Effective Time (as defined below). Following the Merger, the Company, with all its purposes, objects, rights, privileges, powers and the separate existence of franchises, shall continue, and Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)cease to exist.
Appears in 2 contracts
Sources: Merger Agreement (Grant Ventures Inc), Merger Agreement (Grant Ventures Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the TBCA, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Mylan Laboratories Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at and in accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company. As a result of the Merger, and at the Effective Time, the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).. The name of the Surviving Corporation shall be “XON Cells, Inc.”
Appears in 2 contracts
Sources: Merger Agreement (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCGCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Blackline, Inc.), Merger Agreement (Blackline, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimePBCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). Following the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Sykes Enterprises Inc), Merger Agreement (Ict Group Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall 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
Appears in 2 contracts
Sources: Merger Agreement (Hypercom Corp), Merger Agreement (Merck & Co Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company will continue as shall be the surviving corporation in the Merger, 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 this Article II. The Merger (shall have the “Surviving Corporation”)effect provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Cogentix Medical Inc /De/), Merger Agreement (Ceres, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at At the Effective Time, Merger Sub in accordance with this Agreement and the NRS, the Company shall be merged with and into the CompanyMerger Sub, and the separate existence of the Company shall cease, and Merger Sub shall cease. The Company will continue as the surviving corporation in entity. For purposes of this Agreement, (i) the entity surviving the Merger after the Effective Time may be referred to as the "Surviving Entity" and (ii) the “Surviving Corporation”)Company and Merger Sub are collectively referred to as the "Constituent Entities."
Appears in 2 contracts
Sources: Merger Agreement (Westport Resources Corp /Nv/), Agreement and Plan of Merger (Kerr McGee Corp /De)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyMerger Partner, and the separate existence of Merger Sub shall cease. The Company will , and Merger Partner shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Merger Statute, at the Effective Time, Time the Merger Sub shall will be merged with and into the Company. As a result of the Merger, (a) the separate corporate existence of the Merger Sub will cease and the separate existence of Merger Sub shall cease. The Company will continue its corporate existence under the Merger Statute as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”), and (b) Hightimes shall own 100% of the Company Common Stock.
Appears in 2 contracts
Sources: Merger Agreement (Hightimes Holding Corp.), Merger Agreement (Hightimes Holding Corp.)
The Merger. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and the applicable provisions of the Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Superclick Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Ethos Environmental, Inc.), Merger Agreement (Replidyne Inc)
The Merger. Upon At the Effective Time (as defined in Section 1.3 hereof), subject to the terms and subject to conditions of this Agreement and the conditions set forth Certificate of Merger (as defined in this Agreement, at the Effective TimeSection 1.3 hereof), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, in its capacity as the corporation in surviving the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation”)"SURVIVING CORPORATION."
Appears in 2 contracts
Sources: Merger Agreement (Adc Telecommunications Inc), Merger Agreement (Adc Telecommunications Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at on the Effective TimeClosing Date, Merger Sub shall be merged with and into the CompanyCompany in accordance with the applicable provisions of the BVI Companies Act. As a result of the Merger, Merger Sub shall cease to exist, and the separate existence of Merger Sub Company shall cease. The Company will continue as the surviving corporation in of the Merger (the “Surviving CorporationCompany”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Avalon GloboCare Corp.), Agreement and Plan of Merger (Avalon GloboCare Corp.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving CorporationEntity”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (PTC Therapeutics, Inc.), Merger Agreement (Chimerix Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
The Merger. Upon the terms and subject to the conditions set forth contained in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyBPOMS, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the “Merger”). The Company will BPOMS shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Healthaxis Inc), Merger Agreement (BPO Management Services)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, and in accordance with the LLC Act and the DE LLC Act, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)Company.
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Herbst Gaming Inc), Merger Agreement (Sands Regent)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the RIBCA, the Merger Sub shall merge with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of the Merger Sub shall be merged with and into the Company, cease and the separate existence of Merger Sub Company shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”)) and shall succeed to and assume all the rights and obligations of the Merger Sub in accordance with the RIBCA.
Appears in 2 contracts
Sources: Merger Agreement (Essilor International /Fi), Merger Agreement (Costa Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.2), Merger Sub shall be merged merge with and into the CompanyCompany in accordance with the GCL, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (Merger. The Company, in its capacity as the “corporation surviving the Merger, is hereinafter sometimes referred to as the "Surviving Corporation”)."
Appears in 2 contracts
Sources: Merger Agreement (Documentum Inc), Merger Agreement (Emc Corp)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, the Merger Sub will merge with and into the Company (the "Merger") at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Canandaigua B V), Merger Agreement (Ravenswood Winery Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and the Statutory Merger Agreement, and pursuant to Section 104H of the Companies Act, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation company in the Merger (such surviving company, the “Surviving CorporationCompany”).
Appears in 2 contracts
Sources: Merger Agreement (Textainer Group Holdings LTD), Merger Agreement (Triton International LTD)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into Company (the Company“Merger”). As a result of the Merger, and at the Effective Time, the separate corporate existence of Merger Sub shall cease. The cease and Company will shall continue as the surviving corporation in the Merger (Merger. Company, as the surviving corporation following the Merger, is sometimes referred to in this Agreement as the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Vista Outdoor Inc.), Merger Agreement (Revelyst, Inc.)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”)) and, at the Effective Time, the separate corporate existence of Merger Sub shall cease.
Appears in 2 contracts
Sources: Merger Agreement (Adesa California, LLC), Merger Agreement (Adesa Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with Part XVI of the Effective TimeCompanies Law, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time of the Merger (as hereinafter defined). At the Effective Time of the Merger, and the separate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”)company and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Amber Road, Inc.)
The Merger. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, Merger Sub will merge with and into Company at the Effective Time, Merger Sub shall be merged with and into the Company, Time and the separate corporate existence of Merger Sub shall will thereupon cease. The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”), and the separate corporate existence of Company, with all of its rights, privileges, summary powers and franchises, shall continue unaffected by the Merger, except as provided for in Section 2.4.
Appears in 2 contracts
Sources: Merger Agreement (Talk America Holdings Inc), Merger Agreement (Talk America Holdings Inc)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, Merger Sub will merge with and into the Company (the “Merger”) at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as shall be the corporation surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Marketwatch Inc), Merger Agreement (Dow Jones & Co Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeCorporation Law, Merger Sub shall be merged with and into Total (the Company"Merger"). Following the Merger, Total shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Harris Interactive Inc), Merger Agreement (Total Research Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth hereof, and in accordance with the applicable provisions of this AgreementAgreement and the MBCL, at the Effective Time, the Merger Sub shall be merged with and into the Company. Following the Merger, and the separate corporate existence of the Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Ferrotec Acquisition Inc), Merger Agreement (Ferrofluidics Corp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime and in accordance with the Acts, Merger Sub the Company shall be merged with and into the CompanyMerger Sub, and the separate existence of Merger Sub which shall cease. The Company will continue as be the surviving corporation in the Merger (the “Surviving Corporation”). At the Effective Time, the separate existence of the Company shall cease.
Appears in 1 contract
Sources: Merger Agreement (Gene Logic Inc)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VII, and in accordance with the NRS and LAS, at the Effective Time, Merger Sub as defined below in Section 1.02. the Company shall be merged with and into the CompanyMerger Sub. As a result of the Merger, the separate corporate existence of the Company shall cease and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in survivor of the Merger (the “"Surviving Corporation”Entity").
Appears in 1 contract
Sources: Merger Agreement (Deep Down, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall thereupon cease. The , and the Company will shall continue as the surviving corporation company in the Merger (the “Surviving CorporationCompany”)) in accordance with the DGCL.
Appears in 1 contract
Sources: Merger Agreement (Pq Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, pursuant to the Merger Agreement and in accordance with the Companies Act, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall cease. The thereupon cease and (c) the Company will continue as shall be the surviving corporation company in the Merger (the “Surviving CorporationCompany”).
Appears in 1 contract
The Merger. Upon At the Effective Time, upon the terms and subject to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeNRS, Merger Sub shall be merged with and into the Company. As a result of the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Sources: Merger Agreement (Trunkbow International Holdings LTD)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement, Merger Sub shall merge with and into the Company (with such merger referred to herein as the "MERGER") at the Effective Time. From and after the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").. The "
Appears in 1 contract
Sources: Merger Agreement (Isni Net Inc)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement, at Agreement and the Effective Timeprovisions of Applicable Laws, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in and as a wholly owned subsidiary of Parent. For times and periods after the Effective Time, the surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreementhereof, (a) at the Effective Time, the separate existence of Merger Sub shall cease and Merger Sub shall be merged with and into the Company, Company and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in and as a wholly owned Subsidiary of Parent (the Company as the surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation”)) and (b) from and after the Effective Time, the Merger shall have all the effects of a merger under the DGCL and other Applicable Law.
Appears in 1 contract
Sources: Merger Agreement (Avalara, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with the CBCA, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
The Merger. Upon the terms On and subject to the terms and conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), and the separate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Sources: Merger Agreement (Epiq Systems Inc)
The Merger. Upon the terms and subject to satisfaction or waiver (where permissible) of the conditions set forth in this Agreement, at and in accordance with the Effective TimeTBCA, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
The Merger. Upon 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, at the Effective TimeTBCA, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation. The Company, as the surviving corporation in after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation.”).
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.03), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the "Merger"). The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”") and will be a wholly owned subsidiary of Sage. The Merger shall have the effects specified in the Massachusetts Business Corporation Law (the "MBCL").
Appears in 1 contract
Sources: Merger Agreement (Interliant Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCGCL, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
The Merger. Upon At the Effective Time and upon the terms and subject ------------ to the conditions set forth of this Agreement and in this Agreement, at accordance with the Effective TimeCGCL, Merger Sub shall be merged with and into the CompanyCompany (the "MERGER"). Following the Merger, the Company shall continue as the surviving corporation (the "SURVIVING CORPORATION") and the separate corporate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Sources: Merger Agreement (Vsource Inc)
The Merger. Upon the terms and subject to the conditions set forth hereof, and in this Agreementaccordance with the relevant provisions of the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company, and Company (the separate existence of Merger Sub shall cease“Merger”). The Company will continue as shall be the surviving corporation in the Merger (the “Surviving Corporation”)) and shall continue its existence under the NRS. In connection with the Merger, the separate corporate existence of Merger Sub shall cease.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement, at and in accordance with applicable state corporation laws, the Effective Time, Merger Sub Company shall be merged with and into Merger Sub at the CompanyEffective Time (as defined in Section 1.3 below). Upon the Effective Time, and the separate existence of the Company shall cease, and Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 1 contract
Sources: Merger Agreement (Firstcom Corp)
The Merger. 1.1 The Merger.
(a) Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (sometimes referred to herein as the “Surviving Corporation”)) and as a wholly owned subsidiary of Acquirer.
Appears in 1 contract
Sources: Merger Agreement
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at and in accordance with the Effective TimeCorporation Code, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving Surviving Corporation. At the election of Purchaser, any direct or indirect wholly owned subsidiary of Purchaser may be substituted for Merger Sub as a constituent corporation in the Merger (Merger. In such event, the “Surviving Corporation”)parties agree to execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Merger Agreement, at and in accordance with the Effective TimeAct, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall cease. The , and the Company will shall continue as the surviving corporation in the Merger (the “Surviving CorporationCompany”).
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this AgreementArticle VIII, and in accordance with the URBCA, at the Effective TimeTime (as defined below in Section 1.02), Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall cease. The cease and the Company will shall continue as the surviving corporation in of the Merger (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the NRS, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease. The , and the Company will continue as shall be the surviving corporation in the Merger (Merger. The Company, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub the Company shall cease. The Company Merger Sub will continue as the surviving corporation in the Merger (the “Surviving Corporation”).
Appears in 1 contract
Sources: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Effective TimeTime (as defined in Section 1.03), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall ceasethereupon cease (the "Merger"). The Company will continue as shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”)") and will be a wholly owned subsidiary of Sage. The Merger shall have the effects specified in the Massachusetts Business Corporation Law (the "MBCL".
Appears in 1 contract
Sources: Merger Agreement (Interliant Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the OLLCA, at the Effective TimeTime (as defined below), Merger Sub Company shall be merged merge with and into the CompanyMerger Sub, and the separate corporate existence of Merger Sub shall thereupon cease. The , and Company will continue as shall be the surviving corporation company in the Merger (the “Surviving CorporationCompany”).
Appears in 1 contract