Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vina Technologies Inc), Agreement and Plan of Merger (Vina Technologies Inc)

AutoNDA by SimpleDocs

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing by Acquisition Sub of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware. The Certificate of Merger shall be executed and delivered in the manner provided under the DGCL. The date and time when the Merger shall become effective upon is referred to herein as the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Groupon, Inc.), Agreement and Plan of Merger (Actuant Corp)

Effective Time of the Merger. Subject to Upon the provisions of this AgreementClosing, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), parties shall file a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware Lawand shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon at such time as the later to occur Certificate of the acceptance of such filing by Merger shall have been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time thereafter as is provided agreed by Parent and the Company and specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective TimeTime of the Merger").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Designer Holdings LTD), Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp)

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur provisions of the acceptance DLLCA, 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 the Closing Date. When used in this Agreement, the term “Effective Time” shall mean the time at which such certificate is accepted for filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by otherwise specified in the Certificate certificate of Merger (the "Effective Time")merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CyrusOne Inc.), Agreement and Plan of Merger (Crestwood Midstream Partners LP)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 an appropriate form of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged filed by Company the Partnership and Regal on the Closing Date (as hereinafter defined) in the manner provided in Section 17-211 of the Delaware Partnership Act. The Merger Sub and thereafter delivered to shall become effective at such time on the Closing Date as the Certificate of Merger is filed with the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware (or such later time thereafter as is provided by may be specified in the Certificate of Merger Merger) (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aircoa Hotel Partners L P), Agreement and Plan of Merger (Richfield Holdings Inc)

Effective Time of the Merger. Subject to The Merger shall become effective on the provisions of this Agreement, as soon as practicable on or after date and at the Closing Date (as defined in Article 8 of this Agreement), time at which a properly executed certificate of merger (the "Certificate of Merger") shall be is duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware, or at such later date and time as may be specified therein. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (shall be filed as soon as practicable on or after the Closing Date. When used in this Agreement, the term "Effective Time")" shall mean the time and date at which such Certificate of Merger is so filed or at such later time as the parties shall designate therein.

Appears in 2 contracts

Samples: Stock Option Agreement (Household International Inc), Agreement and Plan of Merger (Beneficial Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, as As soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement)Date, the Company shall file with the Delaware Secretary a certificate of merger with respect to the Merger (the "Certificate of Merger") ”), which Certificate of Merger shall be duly preparedin such form as is required by, and executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Lawwith, the DGCL. The Merger shall become effective upon the later to occur of the acceptance of such filing by or at such later date and time as Parent and the Secretary of State of the State of Delaware or such time thereafter as is provided by Company shall agree and shall be specified in the Certificate of Merger (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Collegiate Pacific Inc), Agreement and Plan of Merger (Collegiate Pacific Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement)Date, the Company shall execute and deliver for filing a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing Delaware, in accordance with Delaware Lawthe form attached hereto as Exhibit 2.2 and in the manner provided in the DGCL and shall make all other filings or recordings required under the DGCL to effect the Merger. The Merger shall become effective upon the later to occur filing of the acceptance Certificate of such filing by Xxxxxx with the Secretary of State of the State of Delaware or at such later time thereafter as is provided by specified in the Certificate of Merger (such time, the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), The Merger shall become effective when a properly executed certificate of merger (the "Certificate of Merger") shall be is duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for filing in accordance with the Delaware Corporation Law, or at such later time as may be specified in the Certificate of Merger. The Merger When used in this Agreement, the term "Effective Time" shall become effective upon mean the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such date and time thereafter as is provided by at which the Certificate of Merger (is so filed, or such later date and time of the "Effective Time")effectiveness of the Merger as may be specified in the Certificate of Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Highland Bancorp Inc), Agreement and Plan of Merger (Highland Bancorp Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, The Merger shall become effective as soon as practicable on or after the Closing Date (as defined set forth in Article 8 of this Agreement), a properly executed certificate of ownership and merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for (the "Certificate of Ownership and Merger"), which filing shall be made on the Closing Date. As used in accordance with Delaware Law. The this Agreement, the term "Effective Time" shall mean the date and time when the Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter becomes effective, as is provided by set forth in the Certificate of Merger (the "Effective Time")Ownership and Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scovill Holdings Inc)

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed pursuant to and acknowledged by Company in compliance with this Agreement and Merger Sub and thereafter delivered to Section 251 of the General Corporation Law of the State of Delaware (the "Delaware Law") with the Secretary of State of the State of Delaware for filing Delaware. When used in this Agreement, the term "Effective Time" shall mean the time at which the Certificate of Merger has been filed and become effective in accordance with Delaware Law. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Psinet Inc)

Effective Time of the Merger. Subject to The Merger shall become effective on the provisions date and at the time at which a properly executed certificate of this Agreementmerger (the “Certificate of Merger”) is duly filed with the Secretary of State of the State of Delaware, or at such later date and time as may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date (as defined Date. When used in Article 8 of this Agreement), a certificate of merger (the term "Certificate of Merger") shall be duly prepared, executed Effective Time" means the date and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur of the acceptance of time on which such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (is so filed or such later time as the "Effective Time")parties shall designate therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chanticleer Holdings, Inc.)

Effective Time of the Merger. Subject to The Merger shall become effective on the provisions of this Agreement, as soon as practicable on or after date and at the Closing Date time (as defined in Article 8 of this Agreement), the "Effective Time") at which a properly executed certificate of merger (the "Certificate of Merger") shall be is duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware, or at such later date and time as may be specified therein. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (filing shall be made on the "Effective Time")Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Maxworldwide Inc)

AutoNDA by SimpleDocs

Effective Time of the Merger. Subject to The Merger shall become effective on the provisions of this Agreement, as soon as practicable on or after date and at the Closing Date (as defined in Article 8 of this Agreement), time at which a properly executed certificate of merger (the "Certificate of Merger") shall be is duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware, or at such later date and time as may be specified therein. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (filing shall be made as soon as practicable on or after the Closing Date. When used in this Agreement, the term "Effective Time")" shall mean the date and time on which such Certificate of Merger is so filed or at such later time as the parties shall designate therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Modem Media Poppe Tyson Inc)

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur provisions of the acceptance 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 the Closing Date. When used in this Merger Agreement, the term “Effective Time” shall mean the time at which such certificate is accepted for filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by otherwise specified in the Certificate certificate of Merger (the "Effective Time")merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (IPC Systems Holdings Corp.)

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing by Acquisition Sub of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware. The Certificate of Merger shall be executed and delivered in the manner provided under the DGCL. The date and time when the Merger shall become legally effective upon is referred to herein as the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (the "Effective Time").” For accounting and Tax purposes, the Merger shall be deemed effective as of 11:59 p.m. Eastern time on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PGT, Inc.)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon at such time as the later to occur certificate of the acceptance of such filing by merger is duly filed with the Secretary of State of the State of Delaware or at such later time thereafter as is provided by specified in the Certificate certificate of Merger merger pursuant to the mutual agreement of EVSI and the Company (the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Evans Systems Inc)

Effective Time of the Merger. Subject to The Merger shall become effective upon the provisions filing of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to with the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur provisions of the acceptance DLLCA, 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 the Closing Date. When used in this Agreement, the term “Effective Time” shall mean the time at which such certificate is accepted for filing by the Secretary of State of the State of Delaware or such other time thereafter as is provided by otherwise specified in the Certificate certificate of Merger (the "Effective Time")merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Noven Pharmaceuticals Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date (as defined in Article 8 of this Agreement), a certificate of merger (the "Certificate of Merger") shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the later to occur filing of a Certificate of Merger with the Secretary of State of Delaware in accordance with the provisions of the acceptance Delaware General Corporation Law (the "DGCL"), or at such other time as Buyer and the Company shall agree should be specified in the Certificate of Merger, which filling shall be made as soon as practicable on the Closing Date. When used in this Merger Agreement, the term "EFFECTIVE TIME" shall mean the time at which such certificate is accepted for filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by otherwise specified in the Certificate of Merger (the "Effective Time")Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marathon Power Technologies Co)

Effective Time of the Merger. Subject to The Merger shall become effective on the provisions of this Agreement, as soon as practicable on or after date and at the Closing Date (as defined in Article 8 of this Agreement), time at which a properly executed certificate of merger (the "Certificate of Merger") shall be is duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to filed with the Secretary of State of the State of Delaware for filing in accordance with Delaware LawDelaware, or at such later date and time as may be specified therein. The Merger shall become effective upon the later to occur of the acceptance of such filing by the Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of Merger (filing shall be made as soon as practicable on or after the Closing Date. When used in this Agreement, the term "Effective Time")" means the date and time on which such Certificate of Merger is so filed or such later time as the parties shall designate therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Screaming Media Com Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.