Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Ero Marketing Inc), Agreement and Plan of Merger (Ero Inc), Agreement and Plan of Merger (Atrium Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing file a certificate of merger (the "Certificate of Merger") Merger as contemplated by the DGCL, together with any required related certificates, filings or recordings with the Secretary of State of the State of Delaware, in such form as provided required by, and executed in accordance with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing or at such time thereafter as is provided in of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later date and time as the Company and Sub shall Parent may agree upon and as is set forth in such Certificate of Merger (such time, the "“Effective Time"”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Barnes & Noble Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Seven Up Rc Bottling Company of Southern California Inc), Agreement and Plan of Merger (DR Pepper Bottling Company of Texas)
Effective Time of the Merger. Subject The Merger shall, subject to the provisions DGCL, become effective as of this Agreement, such time as the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger is duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing Delaware or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Globus Medical Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (Zanett Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto The Merger shall cause the Merger to be consummated by filing a certificate of merger become effective at such time (the "Effective Time") as shall be stated in a Certificate of Merger") , in a form mutually acceptable to Parent and the Company, to be filed with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the DGCL, DGCL (the "Merger Filing"). The Merger Filing shall be made simultaneously with or as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided closing of the transactions contemplated by this Agreement in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")accordance with Section 3.5.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Data Documents Inc), Agreement and Plan of Merger (Corporate Express Inc), Agreement and Plan of Merger (Corporate Express Inc)
Effective Time of the Merger. Subject to Upon the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") file with the Secretary of State of the State of DelawareDelaware a certificate of merger or other appropriate documents (in any such case, as provided the "Certificate of Merger") executed in accordance with the DGCLrelevant provisions of the DGCL and shall make all other filings, as soon as practicable on recordings or after publications required under the Closing DateDGCL in connection with the Merger. The Merger shall become effective upon at such filing time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time thereafter as is provided the parties may agree and specify in the Certificate of Merger as (the Company and Sub shall agree (time the Merger becomes effective being the "Effective TimeTime of the Merger").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newmont Mining Corp), Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Agreement and Plan of Merger (Santa Fe Pacific Gold Corp)
Effective Time of the Merger. Subject The Merger shall, subject to the provisions DGCL, become effective as of this Agreement, such date and time as the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger is duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing Delaware or at such later date and time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Prosource Inc), Agreement and Plan of Merger (Nebco Evans Holding Co), Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/)
Effective Time of the Merger. (a) Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with in such mutually acceptable form as is required by the relevant provisions of the Delaware General Corporation Law ("Delaware Law") shall be duly executed and delivered by the parties hereto and thereafter delivered to the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable Delaware for filing on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter Date (as is provided defined in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time"Section 1.2).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Mpath Interactive Inc/Ca), Agreement and Plan of Merger (Mpath Interactive Inc/Ca)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateClosing. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (International Home Foods Inc), Agreement and Plan of Merger (Hotel Reservations Network Inc), Agreement and Plan of Merger (Travelnowcom Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto Merger shall cause become effective (the Merger to be consummated by "Effective Time") upon the filing of a properly executed certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware in accordance with the Delaware Statute, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such later time thereafter as is provided agreed to by the parties and set forth in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ticketmaster), Agreement and Plan of Merger (Usa Interactive), Agreement and Plan of Merger (Usa Interactive)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto The Merger shall cause the Merger to be consummated by filing become effective when a certificate of merger (the "properly executed Certificate of Merger") Merger is duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, which filing shall be made as soon as practicable on or after satisfaction or, to the Closing Dateextent permitted hereunder, waiver of all of the conditions to each party's obligation to consummate the Merger contained in Article VIII. The Merger When used in this Agreement, the term "Effective Time" shall become effective upon mean the date and time at which such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")is so filed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tenet Healthcare Corp), Agreement and Plan of Merger (Littlejohn Joseph & Levy Fund L P), Stockholder Voting Agreement (Ornda Healthcorp)
Effective Time of the Merger. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the Closing Date the parties hereto shall will cause the Merger to be consummated by executing and filing a certificate of merger (the "“Certificate of Merger"”) in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing Delaware or at such subsequent time thereafter or date as is provided Public Company and Merger Partner shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Akerna Corp.), Agreement and Plan of Merger (Millendo Therapeutics, Inc.), Agreement and Plan of Merger (Arsanis, Inc.)
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto Merger Sub shall cause the Merger to be consummated by filing a certificate with the Secretary of merger State of Delaware an appropriate Certificate of Merger (the "Certificate of Merger") duly executed in accordance with the Secretary of State of the State of Delaware, as provided in this Agreement and the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or date and time at such time thereafter as is provided in which the Certificate of Merger is filed is referred to herein as the Company and Sub shall agree (the "Effective Time").
Appears in 3 contracts
Samples: Agreement of Merger (Synta Pharmaceuticals Corp), Agreement of Merger (Synta Pharmaceuticals Corp), Agreement of Merger (Synta Pharmaceuticals Corp)
Effective Time of the Merger. Subject The Merger shall, subject to the provisions DGCL, become effective as of this Agreement, such time as the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing Delaware or at such time thereafter as is provided in the Certificate certificate of Merger as the Company and Sub shall agree merger (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gtech Holdings Corp), Agreement and Plan of Merger (Interlott Technologies Inc), Agreement and Plan of Merger (Gt Bicycles Inc)
Effective Time of the Merger. Subject to On the provisions of this AgreementClosing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger merger, or other appropriate documentation, satisfying the requirements of the DGCL (the "Certificate of Merger") to be filed with the office of the Secretary of State of the State of Delaware, as provided Delaware in accordance with the provisions of the DGCL. When used herein, the term "Effective Time" shall mean the date and time when the Certificate of Merger has been accepted for filing by the Secretary of State of the State of Delaware or such date and time as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided otherwise specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allis Chalmers Corp), Agreement and Plan of Merger (Colebrooke Investments LTD), Agreement and Plan of Merger (Nederlander Robert E Et Al)
Effective Time of the Merger. Subject to the provisions of this Agreement, with respect to the Merger, as soon as practicable after 10:00 a.m., New York City time, on the Closing Date, the parties hereto thereto shall cause the Merger to be consummated by filing file a certificate of merger (the "“Certificate of Merger"”) executed in accordance with, and containing such information as is required by, the relevant provisions of Section 251 of the DGCL with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as is duly filed with the Company and Sub shall agree Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (St Louis Riverboat Entertainment Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCLGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Worldpages Com Inc), Agreement and Plan of Merger (Transwestern Publishing Co LLC), Agreement and Plan of Merger (Transwestern Holdings Lp)
Effective Time of the Merger. Subject to the provisions of this AgreementAgreement (including Section 7.1 hereof), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger in appropriate form (the "Certificate of Merger") with shall be duly prepared, executed and acknowledged and thereafter delivered to the Secretary of State of the State of DelawareDelaware for filing, as provided in the DGCL, as soon early as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter Date (as is provided defined in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").Section 1.3
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Lady Luck Gaming Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, with respect to the Merger, as soon as practicable after 10:00 a.m., New York City time, on the Closing Date, the parties hereto thereto shall cause the Merger to be consummated by filing file a certificate of merger (the "Certificate of Merger") executed in accordance with, and containing such information as is required by, the relevant provisions of Section 251 of the DGCL with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as is duly filed with the Company and Sub shall agree Secretary of State of the State of Delaware (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aztar Corp), Agreement and Plan of Merger (Aztar Corp), Agreement and Plan of Merger (Aztar Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause Merger will become effective immediately upon the Merger to be consummated by filing a of the certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, or such later date and time as provided may be specified in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Operating, L.P.), Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Energy Transfer Operating, L.P.)
Effective Time of the Merger. Subject to the provisions of this AgreementAt Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, Delaware as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided Parent, Acquisition and the Company shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ameripath Inc), Agreement and Plan of Merger (Select Medical Corp), Agreement and Plan of Merger (EGL Holding CO)
Effective Time of the Merger. Subject to the provisions of this AgreementAt Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, Delaware as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided Parent, Acquisition and the Company shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symbion Inc/Tn), Agreement and Plan of Merger (United Surgical Partners International Inc), Agreement and Plan of Merger (Us Oncology Inc)
Effective Time of the Merger. Subject to As soon as practicable on or after the provisions of this AgreementClosing Date, the parties hereto shall cause the Merger to be consummated by filing this Agreement or a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as provided required by, and executed in accordance with the DGCLrelevant provisions of, as soon as practicable on the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (or after the Closing Date. The Merger shall become effective upon such filing or at such later time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree (Merger) being the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Lin Television Corp)
Effective Time of the Merger. Subject to the provisions of ---------------------------- this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Richfood Holdings Inc), Agreement and Plan of Merger (Dart Group Corp), Agreement and Plan of Merger (Dart Group Corp)
Effective Time of the Merger. Subject to The Merger shall become effective at the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger date and time (the "Certificate of MergerEffective Time") when a properly executed certificate of merger, in such form as is required by and executed in accordance with the relevant provisions of the DGCL, is duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, . The parties hereto shall cause such filings to occur as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hicks Thomas O), Agreement and Plan of Merger (Specialty Teleconstructors Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, on the parties hereto shall cause the Merger to be consummated by filing a Closing Date (as defined in Section 3.1), certificate of merger complying with Section 251 of the DGCL (the "Certificate of Merger") ), with respect to the Merger, shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such later date and time thereafter as is provided may be set forth in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Disc Graphics Inc /De/), Agreement and Plan of Merger (Dg Acquisition Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").effective
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Triad Systems Corp), Agreement and Plan of Merger (Cooperative Computing Inc /De/)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateClosing. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub Newco shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concentra Managed Care Inc), Agreement and Plan of Merger (Concentra Managed Care Inc)
Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing by the Company of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, as provided Delaware and the acceptance thereof by such Secretary of State and by making all other filings or recordings required under the DGCL. The Certificate of Merger shall be executed and delivered in the manner provided under the DGCL, as soon as practicable on or after the Closing Date. The time when the Merger shall become effective upon such filing or at such time thereafter as is provided referred to in the Certificate of Merger this Agreement as the Company and Sub shall agree (the "“Effective Time").”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Morlex Inc /Co), Agreement and Plan of Merger (Morlex Inc /Co)
Effective Time of the Merger. Subject to Concurrently with the provisions of this AgreementClosing, Buyer Subsidiary and the parties hereto shall cause the Merger to be consummated by filing Company will file a certificate of merger (the "“Certificate of Merger") ”), meeting the requirements of the applicable provisions of the DGCL, and will make all other filings or recordings required under the DGCL. The Merger will become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State of in accordance with the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing DGCL or at such later time thereafter as is provided may be specified in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imation Corp), Agreement and Plan of Merger (Imation Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto The Merger shall cause the Merger to be consummated by filing a certificate of merger become effective at such time (the "“Effective Time”) as shall be stated in the Certificate of Merger") , in form mutually acceptable to Acquiror, Target and Acquisition Sub, respectively, to be filed with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the DGCL, DGCL (the “Merger Filing”). The Merger Filing shall provide for the effectiveness of the Merger immediately upon its filing. The Merger Filing shall be made simultaneously with or as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided closing of the transactions contemplated by this Agreement in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")accordance with Section 3.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veridian Corp), Agreement and Plan of Merger (Monitor Clipper Equity Partners Lp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neodata Services Inc), Agreement and Plan of Merger (Madison Dearborn Partners Inc)
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing (i) file a certificate of merger (the "Certificate of Merger") in such form as is required by and executed in accordance with the relevant provisions of the Delaware Corporation Law and (ii) make such other filings or recordings as required under the Delaware Corporation Law. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or such later time as provided the parties shall agree and as shall be specified in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Capital Corp), Agreement and Plan of Merger (Sunsource Inc)
Effective Time of the Merger. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the parties Closing Date the Parties hereto shall will cause the Merger to be consummated by executing and filing a certificate of merger (the "“Certificate of Merger"”) in accordance with the relevant provisions of the DGCL and the BCA. The Merger shall become effective upon the due filing of the Certificate of Merger with the Delaware Secretary of State and the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing New Jersey or at such subsequent time thereafter or date as is provided Public Company and Merger Partner shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amergent Hospitality Group, Inc), Agreement and Plan of Merger (Chanticleer Holdings, Inc.)
Effective Time of the Merger. Subject to The Merger shall be effective at the provisions time that the filing of this Agreement, the parties hereto shall cause counterpart of the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of DelawareDelaware referred to in Section 1.2 is completed, which time is herein sometimes referred to as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")." The Merger shall have the effects set forth in Sections 76-79 of the IBC and Section 259 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Uproar Inc), Agreement and Plan of Merger (Uproar Inc)
Effective Time of the Merger. Subject to the provisions of this AgreementAt Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, Delaware as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided Parent, Acquisition and the Company shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "Effective TimeEFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Technology Industries Inc), Agreement and Plan of Merger (Diagnostic Pathology Management Services Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a duly executed certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date, and the parties shall take such other and further actions as may be required by law to make the Merger effective. The Merger shall become effective upon such as of the time of the filing or at such time thereafter as is provided in of the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto The Merger shall cause the Merger to become effective and be consummated by filing a when the Surviving Corporation shall have caused the certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") to be filed with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the DGCL, as soon as practicable on DGCL or after the Closing Date. The Merger shall become effective upon such filing or at such later time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective TimeEFFECTIVE TIME").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Roadway Express Inc)
Effective Time of the Merger. Subject (a) Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the parties hereto shall cause the Merger to be consummated by filing Closing Date, (i) a certificate of merger substantially in the form attached hereto as Exhibit B (the "“Certificate of Merger"”) shall be filed with the Secretary of State of the State of Delaware, as provided in and (ii) the DGCL, as soon as practicable on 88758860_15 parties shall make all other filings or after recordings required by the Closing Date. The Merger shall become effective upon such filing Act or at such time thereafter as is provided in other applicable Law to effectuate the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")Merger.
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to will be consummated by the filing a certificate of merger (the "Certificate of Merger") with by the Secretary of State of the State of DelawareDelaware of a certificate of merger, in such form as provided required by, and signed and attested in accordance with, the DGCL, as soon as practicable on or after relevant provisions of the Closing Date. The Merger shall become effective upon GCL (the time of such filing or at such later time thereafter and date as is provided specified in the Certificate of Merger as the Company and Sub shall agree (such filing being the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of terms and conditions in this Agreement, on the Closing Date the parties hereto shall cause the Merger to be consummated by filing will deliver a certificate of merger (complying with Section 251(c) of the "Certificate Act to the Secretary of Merger") State of the State of Delaware for filing pursuant to the Act. The Merger will become effective upon the filing of such certificate with the Secretary of State of the State of Delaware. As used in this Agreement, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")" means the time at which the certificate of merger is filed with the Secretary of State of the State of Delaware.
Appears in 1 contract
Samples: Agreement of Merger (Tci Music Inc)
Effective Time of the Merger. Subject to Contemporaneous with or immediately ---------------------------- following the provisions of this AgreementClosing, the parties hereto Parties shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be executed, delivered and filed with the Secretary of State of Delaware in accordance with the State provisions of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateDelaware Law. The Merger shall become effective upon at the time of such filing or at such unless a later effective time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree pursuant to Delaware Law (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions completion of this Agreement, the parties hereto shall cause the Merger to be consummated by filing of a certificate of merger (the "properly executed Certificate of Merger") Merger in accordance with the DGCL with the Secretary of State of the State of Delaware, as provided in the DGCL, which filing shall be made as soon as practicable on or and in no event later than the second business day after the Closing Datesatisfaction or waiver of the conditions set forth in Section 4 hereof (or such other date as may be agreed in writing by each of the parties hereto). The Merger shall become effective upon such filing or at such time thereafter as is provided When used in this Agreement, the Certificate of Merger as the Company and Sub shall agree (the term "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be filed with the office of the Secretary of State of Delaware in accordance with the State provisions of Delawarethe Delaware General Corporation Law, as provided in amended (the "DGCL"). When used herein, as soon as practicable on or after the Closing Date. The Merger term "Effective Time" shall become effective upon such filing or at such mean the time thereafter as is provided in when the Certificate of Merger has been accepted for filing by the Secretary of State of Delaware or such time as the Company and Sub shall agree (the "Effective Time")otherwise specified therein.
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, Delaware as provided in Section 251 of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing of the Certificate of Merger or at such later time thereafter as is provided agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clear Channel Outdoor Holdings, Inc.)
Effective Time of the Merger. Subject to As promptly as practicable following the provisions satisfaction or, if permissible, waiver of this Agreementthe conditions set forth in Articles VII, VIII, and LO, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the DGCL, as soon as practicable on or after and the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in accordance with the terms of the Certificate of Merger at the time and date contemplated therein (such time and date being referred to herein as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenwich Air Services Inc)
Effective Time of the Merger. Subject to Contemporaneous with or immediately following the provisions of this AgreementClosing, the parties hereto Parties shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) to be executed, delivered and filed with the Secretary of State of Delaware in accordance with the State provisions of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateDelaware Law. The Merger shall become effective upon at the time of such filing or at such unless a later effective time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree pursuant to Delaware Law (the "“Effective Time"”).
Appears in 1 contract
Effective Time of the Merger. Subject to As soon as practicable after the provisions of this Agreement, Closing Date (as defined in Section 5.1 hereof) the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, in such form as provided required by, and executed in accordance with the DGCLrelevant provisions of, as soon as practicable on the DGCL (the date and time of such filing, or after the Closing Date. The Merger shall become effective such later date or time agreed upon such filing or at such time thereafter as is provided in the Certificate of Merger as by Parent and the Company and Sub shall agree (set forth therein, being called the "Effective Time"). SECTION 1.3.
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions terms and conditions of this Agreement, on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing filed a properly executed certificate of merger conforming to the requirements of the DGCL (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such later time thereafter as is provided agreed by the parties and set forth in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties Parties hereto shall cause the Merger to be consummated by properly executing and filing a certificate of merger meeting the requirements of Section 264 of the DGCL and Section 18-209 of the DLLCA (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon promptly as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions terms and conditions of this Agreement, the parties hereto Merger shall cause become effective upon the Merger to be consummated by occurrence of the filing a certificate of an agreement of merger in substantially the form of Exhibit A hereto (the "Certificate Agreement of Merger") and officers' certificates prescribed by Section 252 of the Delaware General Corporation Law ("DGCL") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided by mutual agreement in the Certificate Agreement of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterbank Holdings Inc)
Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the provisions of the DGCL, or at such other time as Merger Sub and the Company shall agree should be specified in the certificate of merger, which filing shall be made as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided When used in this Agreement, the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").term “
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto Company and Holdings shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the date the Closing Dateoccurs. The Merger shall become effective upon such filing the date when the Certificate of Merger is filed with the Secretary of State of Delaware or at such later time thereafter as is provided may be specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").. 2
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, on the parties hereto shall cause the Merger to be consummated by filing Closing Date (as defined in Section 3.1), a certificate of merger (the "Certificate of MergerMerger Certificate") shall be executed and filed by Xxxxxxx and the Company with the Secretary of State of the State of Delaware, as provided in Delaware pursuant to the Delaware General Corporation Law (the "DGCL, as soon as practicable on or after the Closing Date"). The Merger shall become effective upon at such filing time as the Merger Certificate has been so filed or at such time thereafter as is provided in the Merger Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cybex International Inc)
Effective Time of the Merger. Subject to As promptly as ---------------------------- practicable following the provisions satisfaction or, if permissible, waiver of this Agreementthe conditions set forth in Articles VII, VIII, and IX, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") Merger with the Secretary of State of the State of Delaware, as provided Delaware in accordance with the DGCL, as soon as practicable on or after and the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in accordance with the terms of the Certificate of Merger at the time and date contemplated therein (such time and date being referred to herein as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a properly executed certificate of merger (the "“Certificate of Merger"”) with the Delaware Secretary of State of the State of DelawareState, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such at the date and time of the filing of the Certificate of Merger or at such later date or time thereafter as is provided set forth in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Effective Time of the Merger. Subject to Upon the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") file with the Secretary of State of the State of DelawareDelaware a certificate of merger or other appropriate documents (in any such case, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the "Certificate of Merger as Merger") executed in accordance with the Company relevant provisions of the DGCL and Sub shall agree (the "Effective Time").make all
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").. 1.4
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions ---------------------------- of this Agreement, the parties hereto shall cause the a Certificate of Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") in such form as is required by the relevant provisions of the Delaware General Corporation Law (the "GCL") shall be duly prepared and executed and shall be delivered to the Secretary of State of the State of Delaware for filing as soon as practicable on or after the Closing Date (as defined in Section 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree Delaware (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspect Development Inc)
Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions completion of this Agreement, the parties hereto shall cause the Merger to be consummated filing by filing Purchaser of a properly executed certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, in such form as provided in is required by the relevant provisions of the DGCL, which filing shall be made as soon as practicable on or after following the Closing DateClosing. The Merger shall become effective upon such filing or at such time thereafter as is provided When used in this Agreement, the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").term “
Appears in 1 contract
Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of DelawareDelaware in accordance with the provisions of Section 251 of the Delaware General Corporation Law (the "DGCL"). When used in this Agreement, as provided in the DGCL, as soon as practicable on or after term "Effective Time" shall mean the Closing Date. The Merger shall become effective upon such filing or time at such time thereafter as is provided in which the Certificate of Merger as is accepted for filing by the Company and Sub shall agree (the "Effective Time")Secretary of State of Delaware.
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, on the parties hereto Closing Date, the Company shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, Delaware as provided in Section 251 of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing of the Certificate of Merger or at such later time thereafter as is provided agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Effective Time of the Merger. Subject to The Merger shall become ---------------------------- effective at the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger date and time (the "Certificate of MergerEffective Time") when a properly executed certificate of merger, in such form as is required by and executed in accordance with the DGCL, is duly filed with the Secretary of State of the State of Delaware, Delaware or at such later time as the parties hereto shall have provided in the DGCL, such certificate. The parties hereto shall cause such filing to occur as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter Date (as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time"hereinafter defined).
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after upon the Closing DateClosing. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto Company and Chips shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the date the Closing Dateoccurs. The Merger shall 2 become effective upon such filing the date when the Certificate of Merger is filed with the Secretary of State of Delaware or at such later time thereafter as is provided may be specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto Company and HMTF shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the date the Closing Dateoccurs. The Merger shall become effective upon such filing the date when the Certificate of Merger is filed with the Secretary of State of Delaware or at such later time thereafter as is provided may be specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").. 2
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this AgreementAgreement (including Article VII hereof), the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with respect to the Merger in such form as is required by the DGCL (the "Certificate of Merger") with shall be duly prepared, executed and acknowledged and thereafter delivered to the Secretary of State of the State of DelawareDelaware for filing, as provided in the DGCL, as soon early as practicable on or after the Closing DateDate (as defined in Section 1.3). The Subject to applicable law, the Merger shall become effective upon such the date of filing or at such time thereafter as is provided in of the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Unisource Energy Corp)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, as provided in the DGCL, and make all other filings or recordings required under the DGCL, as soon as practicable on or after the Closing DateClosing. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Acquisition Sub shall agree (the "Effective TimeEFFECTIVE TIME").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Donna Karan International Inc)
Effective Time of the Merger. Subject to The Merger will become effective upon the provisions later of this Agreement, (a) the parties hereto shall cause the Merger to be consummated by filing of a properly executed certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided Delaware (the "Department of State") in accordance with the DGCL, or (b) such later date and time as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided may be set forth in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").. FINAL 08/28/08
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prescient Applied Intelligence, Inc.)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause a Certificate of Merger with respect to the Merger to be consummated in such form as is required by filing a certificate of merger the DGCL (the "Certificate of Merger") shall be duly prepared, executed and acknowledged and thereafter filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such at the later of the time of filing of the Certificate of Merger or at such time thereafter as is provided agreed upon by the parties and specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject As soon as practicable after satisfaction or waiver of all conditions to the provisions of this AgreementMerger, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be filed and recorded in accordance with Section 251(c) of the GCL and shall take such further action as may be required by law to make the Merger effective. The Merger shall be effective as of the later of the time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, as provided Delaware in accordance with Section 103 of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing GCL or at such later time thereafter as is provided specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquila Biopharmaceuticals Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, on the parties hereto Closing Date, the Company shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, Delaware as provided in Section 251 of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing of the Certificate of Merger or at such later time thereafter as is provided agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the Company and Sub shall agree (the "Effective Time").. Section 1.04
Appears in 1 contract
Effective Time of the Merger. Subject to As soon as practicable after the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing (a) a certificate of merger (the "“Certificate of Merger"”) with the Secretary of State of the State of Delaware, as provided in Delaware (the “Delaware Secretary of State”) pursuant to the DGCL, in such form as soon required by and executed in accordance with the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Delaware Secretary of State, as practicable on applicable (or after the Closing Date. The Merger shall become effective upon such filing or at such later time thereafter as is provided specified in the Certificate of Merger as Merger), being the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artemis International Solutions Corp)
Effective Time of the Merger. Subject to the provisions of this AgreementAt Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of MergerCERTIFICATE OF MERGER") with the Secretary of State of the State of Delaware, Delaware as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided Parent, Acquisition and the Company shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "Effective EFFECTIVE Time").
Appears in 1 contract
Samples: Warrant Agreement (Advanced Technology Industries Inc)
Effective Time of the Merger. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the Closing Date the parties hereto shall will cause the Merger to be consummated by executing and filing a certificate of merger (the "Certificate of Merger") in accordance with the relevant provisions of the DGCL. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing Delaware or at such subsequent time thereafter or date as is provided Public Company and Merger Partner shall agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to On the provisions of this AgreementClosing Date, the parties hereto Company and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger merger, in the form attached as Exhibit C hereto (the "“Certificate of Merger") ”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, along with any other documents as provided in may be required under the DGCL, as soon as practicable on or after the Closing Date. The Merger shall will become effective upon such filing or at such the time thereafter as is provided in and date at which the Certificate of Merger as has been duly filed with the Company and Sub shall agree Secretary of State of the State of Delaware (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medical Action Industries Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") file with the Secretary of State of the State of Delaware, as provided Delaware a certificate of merger duly completed and executed in accordance with the DGCL, as soon as practicable on or after relevant provisions of the Closing DateDGCL and shall make all other filings required under the DGCL to effect the Merger. The Merger shall become effective upon at the actual time of the filing of such filing certificate of merger, or at such other later time thereafter as is provided specified in the Certificate certificate of merger and agreed to by the parties hereto (the time at which the Merger has become fully effective being hereinafter referred to as the Company and Sub shall agree (the "Effective Time").
Appears in 1 contract
Effective Time of the Merger. Subject to Contemporaneously with or as promptly as practicable after the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided Delaware a certificate of merger executed in accordance with the relevant provisions of the DGCL, as soon as practicable on and shall make all other filings or after recordings required under the Closing DateDGCL in order to consummate the Merger. The Merger shall become effective upon such filing or at such the time thereafter as the certificate of merger is provided in filed with the Certificate Secretary of Merger as State of the Company and Sub shall agree State of Delaware (the "“Effective Time"Time of the Merger”).
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with shall be duly prepared, executed and acknowledged by the Surviving Corporation and thereafter delivered to the Secretary of State of the State of DelawareDelaware for filing, as provided in the General Corporation Law of the State of Delaware (the "DGCL"), as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing or at such time thereafter as is provided in of the Certificate of Merger as the Company and Sub shall agree with such Secretary of State (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Connectivity Technologies Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, on the parties hereto Closing Date, InnoRx and Merger Sub shall cause the Merger to be consummated by duly execute and deliver for filing a certificate of merger (the "Certificate of Merger"Merger in a mutually acceptable form as required by the relevant provisions of the Delaware General Corporation Law (“DGCL”) with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the due and valid filing and acceptance of the Certificate of Merger with and by the Secretary of State of the State of Delaware, or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement of Merger (Surmodics Inc)
Effective Time of the Merger. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").. 2.4
Appears in 1 contract
Effective Time of the Merger. Subject to the provisions of this Agreement, on or prior to the parties hereto Closing Date, Republic shall cause the Merger to be consummated by filing a certificate of merger (the "“Certificate of Merger"”) to be executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such other subsequent date or time thereafter as is provided Arrow and Republic may agree and specify in the Certificate of Merger as the Company and Sub shall agree (the "“Effective Time"”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic Companies Group, Inc.)
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto shall will cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of Delaware a certificate of merger in such form as required by, and executed in accordance with, the relevant provisions of State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateLaw. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree certificate of merger is duly filed with the Secretary of State of Delaware (the "Effective Time").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dna Plant Technology Corp)
Effective Time of the Merger. Subject On or prior to the provisions of this AgreementClosing Date, the parties hereto shall will cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") , satisfactory to the parties hereto; to be duly prepared, executed and verified on behalf of each Constituent Corporation and to be filed with the Secretary of State of the State of Delaware, as provided in Section 251(c) of the DGCL, as soon as practicable on or after and the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in on the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Melita International Corp)
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger merger, substantially in the form of Exhibit "H" hereto ---------- (the "Certificate of Merger") to be filed with the office of the Secretary of State of Delaware in accordance with the provisions of the Delaware General Corporation Law, as amended (the "DGCL"). When used herein, the term "Effective Time" shall mean the time when the Certificate of Merger has been accepted for filing by the Secretary of State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time")otherwise specified therein.
Appears in 1 contract
Effective Time of the Merger. Subject to Upon the provisions terms of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a an appropriate certificate of merger (the "“Certificate of Merger"”) shall be duly prepared, executed by each of Merger Sub and GGPI and delivered to and filed with the Secretary of State of the State of DelawareDelaware in accordance with, and in such form as provided in complies with, the relevant provisions of the DGCL, as soon as practicable on or after the Closing Date. The Merger shall become effective upon such the filing or of the Certificate of Merger with the Secretary of State of the State of Delaware or, subject to the DGCL, at such later time thereafter as is provided agreed upon by the parties and specified in the Certificate of Merger as the Company and Sub shall agree (the "Effective Time").Merger. The term
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Growth Properties, Inc.)
Effective Time of the Merger. Subject to At the provisions of this AgreementClosing, the parties hereto Company shall cause the Merger to be consummated by filing a with the Secretary of State of Delaware an appropriate certificate of merger (the "Certificate of Merger") duly executed in accordance with this Agreement and the Secretary of State of the State of Delaware, as provided in the DGCL, as soon as practicable on or after the Closing DateGCL. The Merger shall become effective upon such filing or date and time at such time thereafter as is provided in which the Certificate of Merger is filed is referred to herein as the Company and Sub shall agree (the "Effective Time.").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omniquip International Inc)
