Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware 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 at such other time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta Pharmaceuticals Inc.)

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Effective Time of the Merger. Upon As soon as practicable on or after the ClosingClosing Date (as defined in Section 1.02), the parties shall (i) file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of the General Corporation Law of the State of Delaware Law (the "DGCL") and shall (ii) make all other filings or recordings required under Delaware Lawthe DGCL to effect the Merger. 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, Delaware or at such other subsequent time as is permissible in accordance with Delaware Law and as Merger Sub Parent and the Company shall agree should and be specified in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time of the MergerTime").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mainspring Inc), Agreement and Plan of Merger (International Business Machines Corp)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law. The Merger shall become effective upon the filing, or otherwise at such a time as agreed by the Certificate parties, of Merger is a properly executed certificate of merger duly filed with the Secretary of State of the State of DelawareDelaware (the "Certificate of Merger"), or at such other which filing shall be made as soon as practicable after the closing of the transactions contemplated by this Agreement (the "Merger Closing"). As used in this Agreement, the term "Effective Time" shall mean the date and time when the Merger becomes effective, as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified set forth in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 2 contracts

Samples: Agreement (Methode Electronics Inc), Agreement (Methode Electronics Inc)

Effective Time of the Merger. Upon Subject to the Closingprovisions of this Agreement, a certificate of merger (the "CERTIFICATE OF MERGER") 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 for filing on the Closing Date (as defined in Section 1.2). The Merger shall file become effective upon the due and valid filing of the Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware 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 at such other time thereafter as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified provided in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the MergerEFFECTIVE TIME").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Softbank America Inc)

Effective Time of the Merger. Upon Subject to the provisions of this Agreement, at the Closing, the parties BellRing shall file with the Secretary of State of the State of Delaware a certificate of merger (merger, in the "Certificate of Merger") form required by and executed in accordance with the relevant provisions of Delaware Law the DGCL (the “Certificate of Merger”), and shall make all other filings or recordings required under Delaware Lawthe DGCL in connection with the Merger. The Merger shall become effective at such time as upon the due filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other later time as is permissible in accordance with Delaware Law agreed to by the parties hereto and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective being is herein referred to as the "“Merger Effective Time of the Merger"Time”).

Appears in 2 contracts

Samples: Transaction Agreement and Plan of Merger (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law. The Merger shall become effective at such time ---------------------------- as the Certificate set forth in a properly executed certificate of Merger is merger duly filed with the Secretary of State of the State of DelawareDelaware (the "Certificate of Merger"), or at such other time which --------------------- filing shall be made as is permissible soon as practicable after the closing of the transactions contemplated by this Agreement (the "Closing"), in accordance with Delaware Law ------- Section 2.4. As used in this Agreement, the term "Effective Time" shall mean the -------------- date and time when the Merger becomes effective, as Merger Sub and the Company shall agree should be specified set forth in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Virata Corp), Agreement and Plan of Merger (Virata Corp)

Effective Time of the Merger. Upon As soon as practicable on or after the ClosingClosing Date (as defined in Section 1.02), the parties shall (i) file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of the General Corporation Law of the State of Delaware Law (the "DGCL") and shall (ii) make all other filings or recordings required under Delaware Lawthe DGCL to effect the Merger. 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, Delaware or at such other subsequent time as is permissible in accordance with Delaware Law and as Merger Sub Parent and the Company shall agree should be specified and specify in the Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time of the MergerTime").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Crossworlds Software Inc)

Effective Time of the Merger. Upon Subject to the Closingterms of this Agreement, the parties shall file with the Secretary a Certificate of State of the State of Delaware a certificate of merger Merger (the "Certificate of Merger") shall be duly executed by Merger Sub and Lexington and delivered to the office of the Delaware Secretary of State for filing, as provided in accordance with Section 251 of the relevant provisions of Delaware General Corporation Law and shall make all other filings or recordings required under (the "Delaware Law"), as soon as practicable on the Closing Date (as defined in Section 1.2). The Merger shall become effective at such the time as at which the Certificate of Merger is duly shall have been filed with the Delaware Secretary of State of the State of Delaware, or at such other time thereafter as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified provided in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the MergerTime").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lexington Global Asset Managers Inc)

Effective Time of the Merger. Upon The Merger shall become effective upon the Closing, filing of a Certificate of Merger (the parties shall file “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the Delaware General Corporation Law and shall make all other filings or recordings required under Delaware 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“DGCL”), or at such other time as is permissible in accordance with Delaware Law and as Buyer, Merger Sub and the Company shall agree should be specified in the Certificate of Merger. The parties shall cause the Certificate of Merger (to be filed as soon as practicable on the Closing Date. When used in this Agreement, the term “Effective Time” shall mean the time at which the Certificate of Merger becomes effective being is accepted for filing by the "Effective Time Secretary of State of Delaware or such time as otherwise specified in the Certificate of Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (TransDigm Group INC)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law. The Merger shall become effective at such time as the when a properly executed Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, which filing shall be made as soon as practicable after satisfaction or, to the extent permitted hereunder, waiver by each party entitled to the benefits of such condition, of each of the conditions to each party’s obligation to consummate the Merger contained in Article 8. When used in this Agreement, the term “Effective Time” shall mean the date and time at which such Certificate of Merger is so filed (or at such other later time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should may be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Five Star Quality Care Inc)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with --------------------- the relevant provisions of Delaware Law the DGCL and shall make all other filings or recordings required under Delaware Lawthe DGCL. 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 at such other time as is permissible in accordance with Delaware Law the DGCL and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").. ----------------------------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perseptive Biosystems Inc)

Effective Time of the Merger. Upon The Merger shall become effective upon the Closing, the parties shall file filing of a Certificate of Merger with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the Delaware General Corporation Law and shall make all other filings or recordings required under Delaware 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"DGCL"), or at such other time as is permissible in accordance with Delaware Law and 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 Merger becomes effective being Secretary of State of Delaware or such time as otherwise specified in the "Effective Time Certificate of the Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Media General Inc)

Effective Time of the Merger. Upon As soon as practicable on the ClosingClosing Date (as defined in Section 4.01 hereof), the parties Company and Acquisition shall file with execute in the manner required by the Delaware Law and deliver for filing to the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger as required by Delaware Law (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law). The Merger shall become effective at such the time as the Certificate of Merger is duly filed accepted for filing with the Secretary of State of the State of Delaware, Delaware or at such other later time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified set forth in the Certificate of Merger (Merger, and the term "Effective Time" shall mean the date and time when the Merger becomes effective being the "Effective Time of the Merger")shall become effective.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Braun Consulting Inc)

Effective Time of the Merger. Upon The Merger shall become effective upon the Closing, the parties shall file filing with the Secretary of State of the State of Delaware of a certificate of merger (the "CERTIFICATE OF MERGER"), or at such later time as specified therein, with respect to the Merger pursuant to and in compliance with this Agreement and Section 251 of the General Corporation Law of the State of Delaware (the "DELAWARE LAW"). The Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law. The Merger shall become effective be filed immediately following the commencement of the Closing. When used in this Agreement, the term "EFFECTIVE TIME" shall mean the time at such time as which the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as is permissible becomes effective in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger")Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metamor Worldwide Inc)

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Effective Time of the Merger. Upon the Closing, Pubco and EPT will cause the parties shall file Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law the DGCL and shall make all other filings or recordings required under Delaware Lawthe DGCL. The Merger shall become effective at such time as the Certificate of Merger is shall have been duly filed with the Secretary of State of the State of Delaware, Delaware or at such other later date or time as is permissible may be agreed by the parties in accordance with Delaware Law writing and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time at which the Merger becomes effective being is referred to herein as the "Effective Time of the Merger"Time”).

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (International Metals Streaming Corp.)

Effective Time of the Merger. Upon The Merger shall become effective upon the Closing, the parties shall file filing with the Secretary of State of the State of Delaware a certificate of merger the Certificate of Merger, or at such later time as is specified therein, with respect to the Merger pursuant to and in compliance with this Agreement and Section 251 of the General Corporation Law of the State of Delaware (the "DELAWARE LAW"). The Certificate of MergerMerger shall be filed immediately following the commencement of the Closing. When used in this Agreement, the term ") executed EFFECTIVE TIME" shall mean the time at which the Certificate of Merger becomes effective in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware 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 at such other time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Afg Investment Trust D)

Effective Time of the Merger. Upon the Closing, the ---------------------------- parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions Secretary of State of the State of Delaware Law and shall make all other filings or recordings required under Delaware Lawthe DGCL. The Merger shall become effective at such time as the Certificate of Merger is shall have been duly filed with the Secretary of State of the State of Delaware, or at such other later time as is permissible in accordance with Delaware Law and as Merger Sub agreed by Parent and the Company shall agree should be and specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Warnaco Group Inc /De/)

Effective Time of the Merger. Upon Subject to the Closingprovisions of ---------------------------- this Agreement, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with such mutually acceptable form as is required by the relevant provisions of the Delaware Law and shall make all other filings or recordings required under Corporations Code ("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 for filing on the Closing Date (as defined in Section 1.2). The Merger shall become effective at such time as upon the due and valid filing of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the MergerTime").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp)

Effective Time of the Merger. Upon the At Closing, the parties Parties shall properly file with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger in customary form and substance (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Lawthe DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is duly filed with the Delaware Secretary of State of or, to the State of Delawareextent permitted by applicable Law, or at such other subsequent date and time as is permissible in accordance with Delaware Law and as Merger Sub and the Company Parties shall agree should be specified and specify in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being is referred to in this Agreement as the "Effective Time of the Merger")Time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hc2 Holdings, Inc.)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law the DGCL and shall make all other filings filings, recordings or recordings publications required under Delaware Lawthe DGCL in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of DelawareState, or at such other later time as is permissible in accordance with Delaware Law the parties may agree and as Merger Sub and the Company shall agree should be specified specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 1 contract

Samples: Trust Agreement (Homestake Mining Co /De/)

Effective Time of the Merger. Upon As soon as practicable on the ClosingClosing Date (as defined in Section 4.01 hereof), the parties Company and Acquisition shall file with execute in the manner required by the Delaware Law and deliver for filing to the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger as required by Delaware Law (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law and shall make all other filings or recordings required under Delaware Law”). The Merger shall become effective at such the time as the Certificate of Merger is duly filed accepted for filing with the Secretary of State of the State of Delaware, Delaware or at such other later time as is permissible in accordance with Delaware Law and as Merger Sub and the Company shall agree should be specified set forth in the Certificate of Merger (Merger, and the term “Effective Time” shall mean the date and time when the Merger becomes effective being the "Effective Time of the Merger")shall become effective.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fair Isaac Corp)

Effective Time of the Merger. Upon the Closing, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law the DGCL and shall make all other filings or recordings required under Delaware Lawthe DGCL. 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 at such other time as is permissible in accordance with Delaware Law the DGCL and as Merger Sub and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the Merger").

Appears in 1 contract

Samples: Stock Option Agreement (Perkin Elmer Corp)

Effective Time of the Merger. Upon On the ClosingClosing Date, the parties shall ---------------------------- file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of Delaware Law the DGCL and shall make all other filings or recordings required under Delaware Lawthe DGCL. 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 at such other time as is permissible in accordance with Delaware Law the DGCL and as Merger Sub Parent and the Company shall agree should be specified in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time of the MergerTime").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berkshire Hathaway Inc /De/)

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