The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, 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. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 be a wholly owned subsidiary of Parent.
Appears in 6 contracts
Sources: Merger Agreement (Zhone Technologies Inc), Merger Agreement (Zhone Technologies Inc), Merger Agreement (Pfsweb Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Exact Sciences Corp), Merger Agreement (Genomic Health Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with at the DGCLEffective Time, Merger Sub shall will be merged with and into the Company at in accordance with the Effective Time. As a result applicable provisions of the MergerDGCL, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence under the laws of the State of Delaware as the surviving corporation of entity (the Merger (Company, as the surviving entity in the Merger, being sometimes referred to herein as the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will be a wholly owned direct subsidiary of Parent.
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub and the Company shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, following which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”)and as a direct, wholly-owned subsidiary of Parent.
Appears in 5 contracts
Sources: Agreement and Plan of Merger (Revolution Medicines, Inc.), Merger Agreement (CM Life Sciences III Inc.), Merger Agreement (CM Life Sciences II Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 2.03), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 5 contracts
Sources: Merger Agreement (Abacus Direct Corp), Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Doubleclick Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (together with its successors, the “"Surviving Corporation”)") and as a wholly-owned subsidiary of Parent.
Appears in 4 contracts
Sources: Merger Agreement (Dgse Companies Inc), Merger Agreement (Superior Galleries Inc), Merger Agreement (Superior Galleries Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 (Harrahs Entertainment Inc), Merger Agreement (JCC Holding Co), Merger Agreement (Monarch Dental Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 (Intuitive Surgical Inc), Merger Agreement (Primedex Health Systems Inc), Merger Agreement (Aviall Inc)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, and in accordance with at the DGCLEffective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Mergerin accordance with this Agreement, and the separate corporate existence of Merger Sub shall cease and the thereupon cease. The Company shall continue as be the surviving corporation of entity in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”Entity"). The Merger shall have the effects specified herein and in the General Corporation Law of the State of Delaware (the "DGCL").
Appears in 4 contracts
Sources: Merger Agreement (R&b Falcon Corp), Merger Agreement (Cliffs Drilling Co), Merger Agreement (Transocean Sedco Forex Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, the Merger Sub shall be merged with and into Company, with the Company at surviving the Effective TimeMerger (the Company, as the surviving company in the Merger, sometimes being referred to herein as the “Surviving Company”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Surviving Company shall continue be a wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the surviving corporation of the Merger (the “Surviving Corporation”)DGCL.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.), Merger Agreement (Evofem Biosciences, Inc.)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective 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”"). At the election of Parent, any direct or indirect Subsidiary or other Affiliate of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 4 contracts
Sources: Merger Agreement (I Stat Corporation /De/), Merger Agreement (I Stat Corporation /De/), Merger Agreement (Foilmark Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, 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 Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 4 contracts
Sources: Merger Agreement (Constant Contact, Inc.), Merger Agreement (Citrix Systems Inc), Merger Agreement (Harris Stratex Networks, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective 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”)) and a wholly owned subsidiary of Parent.
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement, Merger Agreement (International Business Machines Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”).
Appears in 4 contracts
Sources: Merger Agreement (Globus Medical Inc), Merger Agreement (Nevro Corp), Merger Agreement (Cerevel Therapeutics Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly-owned Subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.), Merger Agreement (Wmih Corp.)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time (as defined herein), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 a wholly owned subsidiary of Parent.
Appears in 4 contracts
Sources: Merger Agreement (Adgero Biopharmaceuticals Holdings, Inc.), Merger Agreement (Adgero Biopharmaceuticals Holdings, Inc.), Merger Agreement (Corbus Pharmaceuticals Holdings, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreementhereof, and in accordance with the applicable provisions of this Agreement and the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 (Kerr McGee Corp /De), Merger Agreement (Anadarko Petroleum Corp), Merger Agreement (Target Logistics Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub the Company shall be merged with and into the Company Merger Sub at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as be the surviving corporation (the "Surviving Corporation"), shall become a direct, wholly owned subsidiary of Parent and shall succeed to and assume all of the Merger (rights and obligations of the “Surviving Corporation”)Company in accordance with the DGCL.
Appears in 4 contracts
Sources: Merger Agreement (Mafco Holdings Inc), Agreement and Plan of Merger (Golden State Bancorp Inc), Merger Agreement (Ford Gerald J)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time (the “Merger”). At the Effective Time. As a result of the 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”)) and a wholly owned subsidiary of Parent 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 (NightHawk Radiology Holdings Inc), Merger Agreement (Viking Holdings LLC), Merger Agreement (Virtual Radiologic CORP)
The Merger. Upon Subject to the terms and subject to satisfaction or waiver of all of ---------- the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time, the Company shall merge with and into Merger Sub. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation (sometimes referred to as the "Surviving Corporation") in the Merger as a wholly-owned subsidiary of the Merger (the “Surviving Corporation”)Parent.
Appears in 3 contracts
Sources: Merger Agreement (Legato Systems Inc), Merger Agreement (Otg Software Inc), Merger Agreement (Legato Systems Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time (as defined herein), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (United Rentals Inc /De), Merger Agreement (Jekogian Iii Nickolas W), Merger Agreement (Wilshire Enterprises Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Triquint Semiconductor Inc), Merger Agreement (Osi Restaurant Partners, Inc.), Agreement and Plan of Merger (Wj Communications Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, and thereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Paramount Gold Nevada Corp.), Merger Agreement (Paramount Gold & Silver Corp.), Merger Agreement (Coeur Mining, Inc.)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Guitar Center Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company at (the Effective Time“Merger”). As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of the Merger (the “Surviving Corporation”)) as a wholly-owned Subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Wyndham Hotels & Resorts, Inc.), Merger Agreement (Wyndham Worldwide Corp), Merger Agreement (La Quinta Holdings Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (Kintara Therapeutics, Inc.), Merger Agreement (CohBar, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 the Merger Parent (sometimes referred to, in such capacity, as the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (SPX Technologies, Inc.), Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (Methode Electronics Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company of the Merger (the “Surviving CorporationCompany”)) and a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (20/20 Biolabs, Inc.), Merger Agreement (Longevity Health Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 2.03), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the “"Surviving Corporation”").
Appears in 3 contracts
Sources: Merger Agreement (Doubleclick Inc), Merger Agreement (Doubleclick Inc), Merger Agreement (Doubleclick Inc)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon 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 a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Merger Agreement (American Capital Strategies LTD), Merger Agreement (Merisel Inc /De/), Merger Agreement (Memry Corp)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and a wholly-owned subsidiary of Parent. The Company, as the Merger (surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation.”).
Appears in 3 contracts
Sources: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.), Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.), Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time▇▇▇. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company ▇▇▇ shall continue as the surviving corporation of the Merger and a wholly-owned subsidiary of Canadian LP (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Telesat Partnership LP), Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.), Transaction Agreement and Plan of Merger (Telesat Canada)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the provisions of the DGCL, at the Effective Time, the Company and Parent shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, 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 of after the Merger (Merger, is hereinafter referred to as the “Surviving Corporation”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL as soon as practicable following the Acceptance Time.
Appears in 3 contracts
Sources: Merger Agreement (Regulus Therapeutics Inc.), Agreement and Plan of Merger (Bluebird Bio, Inc.), Merger Agreement (Icosavax, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and an indirect wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub at the Effective Time, the Company shall be merged with and into the Company at the Effective TimeParent. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Parent shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 3 contracts
Sources: Merger Agreement (LCE Mexican Holdings, Inc.), Merger Agreement (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 (Boeing Co), Merger Agreement (Knova Software, Inc.), Merger Agreement (Jamdat Mobile Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”), until the Second Merger becomes effective.
Appears in 3 contracts
Sources: Merger Agreement (Allergan Inc), Merger Agreement (Inamed Corp), Merger Agreement (Allergan Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of Surviving Corporation after the Merger (the “Surviving Corporation”)and as a wholly owned subsidiary of Parent.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Pivotal Investment Corp II), Agreement and Plan of Reorganization (Pivotal Acquisition Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall will continue as the surviving corporation of Surviving Corporation in the Merger (the “Surviving Corporation”)and a direct or indirect wholly owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Allied Defense Group Inc), Merger Agreement (Hi Shear Technology Corp)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or valid waiver of the conditions set forth in this Agreement, and in accordance with the DGCLCGCL, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the corporation surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (LKQ Corp), Merger Agreement (Keystone Automotive Industries Inc)
The Merger. Upon At the terms and Effective Time, subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub shall will be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the Merger Sub’s separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation and as a wholly-owned Subsidiary of Parent. The Company as the surviving corporation after the Merger (is sometimes referred to as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and an indirect wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and the CBCA, Merger Sub Sub, at the Effective Time, shall be merged with and into the Company at the Effective TimeACC. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company ACC shall continue as the surviving corporation of the Merger (the “''Surviving Corporation”)'') and shall be a wholly owned subsidiary of the Company.
Appears in 2 contracts
Sources: Merger Agreement (Brazil Interactive Media, Inc.), Merger Agreement (Brazil Interactive Media, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation of the Merger and as a Subsidiary of Parent (the “Surviving Corporation”). The Merger shall be governed by and effected pursuant to the applicable provisions of the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Biogen Inc.), Merger Agreement (Reata Pharmaceuticals Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of the Merger and a direct or indirect, wholly owned Subsidiary of Parent (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company of the Merger (the “Surviving CorporationCompany”)) and a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Allovir, Inc.), Merger Agreement (Graphite Bio, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub shall be merged will merge with and into the Company at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall will cease and the Company shall will continue as the surviving corporation Surviving Company and as a wholly-owned Subsidiary of Parent; provided, that notwithstanding the Merger, the Company will not be included within the meaning of the Merger (the “Surviving Corporation”)term Parent Parties for purposes of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Software Acquisition Group Inc. III), Merger Agreement (Software Acquisition Group Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and the LLCA, Merger Sub at the Effective Time, the Company shall be merged with and into the Company at the Effective TimeMerger Sub. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of company after the Merger (the “Surviving CorporationCompany”).
Appears in 2 contracts
Sources: Merger Agreement (Pharmion Corp), Merger Agreement (Celgene Corp /De/)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (Variagenics Inc), Merger Agreement (Hyseq Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue its corporate existence under the DGCL as the surviving corporation of in the Merger (the “Surviving Corporation”), and become a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Connect, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, as soon as practicable following completion of the Offer, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, 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 the Merger Parent (the “Surviving Corporation”"SURVIVING CORPORATION").
Appears in 2 contracts
Sources: Merger Agreement (Rental Service Corp), Merger Agreement (Rental Service Corp)
The Merger. Upon On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall will be merged with and into the Company at (the Effective Time“Merger”). As a result of the Merger, 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 of in the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Everest Merger Sub, Inc.), Merger Agreement (Sport Chalet Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 the Merger Parent (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Owens & Minor Inc/Va/), Merger Agreement (Paychex Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly owned Subsidiary of Parent after the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL.
Appears in 2 contracts
Sources: Agreement and Plan of Merger, Amended and Restated Agreement and Plan of Merger
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 be a wholly owned subsidiary of Parent.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Carbonite Inc), Merger Agreement (Cornerstone Therapeutics Inc)
The Merger. Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a direct wholly owned Subsidiary of Intermediate Holdco.
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, the waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged merge with and into the Company at the Effective Time. As a result of the 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”).
Appears in 2 contracts
Sources: Merger Agreement (Crane Co /De/), Merger Agreement (Merrimac Industries Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall thereupon cease and the Company shall continue as the surviving corporation and as a wholly-owned Subsidiary of Parent. The Company, as the surviving corporation of the Merger (Merger, is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Exar Corp), Merger Agreement (Maxlinear Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time. As a result of the “Merger”), whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Team Inc), Merger Agreement (Furmanite Corp)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, 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 the Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Matinas BioPharma Holdings, Inc.), Merger Agreement (Amicus Therapeutics Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of after the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Tween Brands, Inc.), Merger Agreement (Dress Barn Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall will cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). As a result of the Merger, the Surviving Corporation shall become a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Management Agreement (Resource Capital Corp.), Merger Agreement (Resource America, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Upon the MergerEffective Time, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly-owned Subsidiary of the Merger Parent (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)
The Merger. Upon the terms and subject to satisfaction or or, to the extent permitted hereunder, waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and will cease, with the Company shall continue surviving the Merger and continuing under the name “Towers ▇▇▇▇▇▇ & Co.” (the Company, as the surviving corporation of in the Merger (Merger, sometimes being referred to herein as the “Surviving Corporation”), such that following the Merger, the Surviving Corporation will, subject to the Restructuring Transactions, be a wholly-owned subsidiary of Parent. The Merger shall have the effects provided in this Agreement and as specified in the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Towers Watson & Co.), Merger Agreement (Willis Group Holdings PLC)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of Following the MergerEffective Time, the separate corporate existence Company shall be the surviving corporation (the "Surviving Corporation"), shall become a subsidiary of Parent and shall succeed to and assume all the rights and obligations of Merger Sub shall cease and in accordance with the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Cendant Corp), Merger Agreement (Cendant Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreementhereof, and in accordance with the DGCLapplicable provisions of this Agreement, the DGCL and the MBCA, at the Effective Time the Merger Sub shall be merged with and into the Company at (the Effective Time"Merger"). As a result of Following the Merger, the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Ameriwood Industries International Corp), Merger Agreement (Horizon Acquisition Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and as a direct, wholly owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. 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 and a direct wholly-owned Subsidiary of the Merger (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Sources: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable law, as soon as practicable following completion of the Offer, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).cease,
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)
The Merger. Upon At the Effective Time, upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation company of the Merger and a wholly owned subsidiary of Parent (the “Surviving CorporationCompany”).
Appears in 2 contracts
Sources: Merger Agreement (Carisma Therapeutics Inc.), Merger Agreement (Ocugen, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation survivor of the Merger (the “Surviving Corporation”)) as a wholly-owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Symmetry Surgical Inc.), Agreement and Plan of Merger (Symmetry Medical Inc.)
The Merger. Upon the terms of this Agreement and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.02), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the 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”)) and as a wholly-owned subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (Mgi Pharma Inc), Merger Agreement (Mgi Pharma Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub will cease, with the Company at surviving the Effective Time. As a result of Merger (the Company, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Company”), such that following the Merger, the separate corporate existence Surviving Company will be a direct, wholly owned Subsidiary of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Sources: Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company Surviving Corporation shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)and a direct or indirect wholly owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (AZEK Co Inc.), Merger Agreement (James Hardie Industries PLC)
The Merger. Upon Pursuant to the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub and the Company shall consummate the Merger pursuant to which Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (Caprius Inc), Merger Agreement (Vintage Capital Group, LLC)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLCGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at (the Effective Time“Merger”), and as a result thereof the separate existence of Merger Sub shall cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”). As a result of the Merger, the separate corporate existence Surviving Corporation shall become a wholly-owned Subsidiary of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)Parent.
Appears in 2 contracts
Sources: Merger Agreement (Keysight Technologies, Inc.), Merger Agreement (Ixia)
The Merger. Upon At the Effective Time and following the Domestication, subject to and upon the terms and subject to satisfaction or waiver conditions of the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at (the Effective Time. As a result of the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation of after the Merger (Merger, is hereinafter sometimes referred to as the “Surviving Corporation”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Nukkleus Inc.), Agreement and Plan of Merger (Brilliant Acquisition Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The Company as the surviving corporation of the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Merger Agreement (Comfort Systems Usa Inc), Merger Agreement (Tivo Inc)
The Merger. Upon On the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of At the MergerEffective 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”). At the election of Parent, any direct or indirect Subsidiary or other Affiliate of Parent may be substituted for Sub as a constituent corporation in the Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing.
Appears in 2 contracts
Sources: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (CFC International Inc)
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, 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 Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Entrust Inc), Merger Agreement (Citrix Systems Inc)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and a wholly owned Subsidiary of Parent.
Appears in 2 contracts
Sources: Merger Agreement (I Flow Corp /De/), Merger Agreement (Kimberly Clark Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company. The Company at shall continue as the Effective Timesurviving corporation (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. As a result Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”)terminate.
Appears in 2 contracts
Sources: Merger Agreement (Clearwater Paper Corp), Merger Agreement (Cellu Tissue Holdings, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the Merger, 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 2 contracts
Sources: Merger Agreement (EnergySolutions, Inc.), Merger Agreement (Lawson Software, Inc.)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub the Company shall be merged with and into the Company at the Effective TimeMerger Sub. As a result of the Merger, the separate corporate existence of Merger Sub the Company shall cease and the Company Merger Sub shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (First Health Group Corp), Merger Agreement (Coventry Health Care Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with at the DGCLEffective Time, Merger Sub shall be merged with and into the Company Company. By virtue of the Merger, at the Effective Time. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and as a wholly-owned Subsidiary of Parent. The Merger shall be governed by and effected under the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Electronic Arts Inc.), Merger Agreement (Glu Mobile Inc)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company at the Effective TimeCompany. 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 of the Merger (Merger. The name of the “Surviving Corporation shall be Wilmington Trust Corporation”).
Appears in 2 contracts
Sources: Merger Agreement (M&t Bank Corp), Merger Agreement (Wilmington Trust Corp)
The Merger. Section 3.1 The Merger Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCLDGCL and any other applicable Law, as soon as practicable following completion of the Offer, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, whereupon the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and a wholly owned subsidiary of the Merger Parent (the “"Surviving Corporation”").
Appears in 2 contracts
Sources: Merger Agreement (Cable & Wireless PLC), Merger Agreement (Digital Island Inc)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “"Surviving Corporation”"). Merger Sub and the Company are herein sometimes referred to as the "Constituent Corporations."
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and in accordance with the DGCL, Merger Sub shall be merged with and into the Company Statutes in effect at the Effective Time, the Company shall merge with and into Merger Sub. As a result of Following the MergerEffective Time, the separate corporate existence of Merger Sub Company shall cease and the Company Merger Sub shall continue as the surviving corporation of (sometimes referred to as the "Surviving Corporation") in the Merger (the “Surviving Corporation”)as a wholly owned subsidiary of Parent.
Appears in 1 contract
Sources: Merger Agreement (Chell Group Corp)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger as a wholly owned subsidiary of Parent (the “"Surviving Corporation”").
Appears in 1 contract
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, Merger Sub shall be merged will merge with and into the Company at the Effective Time. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease will cease, and the Company shall will continue as the surviving corporation of in the Merger (the “Surviving Corporation”)) and as a wholly owned Subsidiary of Parent.
Appears in 1 contract
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, the separate corporate existence of the Merger Sub shall cease cease, and the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. The surviving corporation after the Merger (is sometimes referred to herein as the “Surviving Corporation.”).
Appears in 1 contract
The Merger. Upon At the Effective Time, and subject to and upon the terms and subject to satisfaction or waiver conditions of this Agreement and the conditions set forth in this Agreement, and in accordance with applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. As a result of the MergerCompany, 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”)and owned by Parent.
Appears in 1 contract
Sources: Merger Agreement (Latch, Inc.)
The Merger. Upon the terms and subject to the satisfaction or or, to the extent permitted by applicable Law, waiver of the conditions set forth in this Agreement, Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company at the Effective TimeCompany. As a result of Following the Merger, the separate corporate existence of Merger Sub shall cease cease, and the Company shall continue as the surviving corporation of in the Merger (the “Surviving Corporation”)Corporation “) and a wholly-owned subsidiary of Parent.
Appears in 1 contract