Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 40 contracts
Samples: Agreement and Plan of Merger (Encore Wire Corp), Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Glass House Brands Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Zendesk, Inc.), Agreement and Plan of Merger (Varian Medical Systems Inc), Agreement and Plan of Merger
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.), Agreement and Plan of Merger (Liquid Media Group Ltd.), Agreement and Plan of Merger (International Baler Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (CAI International, Inc.), Agreement and Plan of Merger (Aimmune Therapeutics, Inc.), Agreement and Plan of Merger (Power One Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and set forth herein. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, Time all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp), Agreement and Plan of Merger (Imperial Holly Corp)
Effects of the Merger. The Merger shall will have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company Target and Merger Sub shall will vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company Target and Merger Sub shall will become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.), Agreement and Plan of Merger (Veramark Technologies Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (CD&R Associates VIII, Ltd.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertythe properties, rights, powers, privileges, immunities, powerslicenses, franchises, licenses franchises and authority and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub shall vest in Sub, all as provided under this Agreement and the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationDGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Harpoon Therapeutics, Inc.), Agreement and Plan of Merger (Pandion Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Diffusion Pharmaceuticals Inc.), Agreement and Plan of Merger (Neos Therapeutics, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Dialogic Inc.), Agreement and Plan of Merger (TLB Merger Sub Inc.), Agreement and Plan of Merger (Talbots Inc)
Effects of the Merger. The effects of the Merger shall have the effects set forth herein and be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of Merger Sub and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Audience Inc), Agreement and Plan of Merger (Business Objects S.A.), Agreement and Plan of Merger (NCO Group, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationEntity.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eloxx Pharmaceuticals, Inc.), Agreement and Plan of Merger (OptimizeRx Corp), Agreement and Plan of Merger (Kindred Healthcare, Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority property of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions liabilities and duties of each obligations of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions liabilities and duties obligations of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ingersoll Rand Co), Agreement and Plan of Merger (Niner Acquistion Inc), Agreement and Plan of Merger (Nielsen Media Research Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub TAS shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub TAS shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Harber Lacy J), Agreement and Plan of Merger (Timco Aviation Services Inc), Agreement and Plan of Merger (Owl Creek I Lp)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without DGCL and, without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all property, the rights, privileges, immunities, powers, immunities and franchises, licenses of a public as well as a private nature, and authority shall be subject to all liabilities, obligations and penalties of the Company and Merger Sub shall vest Sub, all with the effect set forth in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationDGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Neiman Marcus Group LTD Inc.), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)
Effects of the Merger. The At the Effective Time, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, Time all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (SPS Technologies Inc), Agreement and Plan of Merger (Magnetic Technologies Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Enterprise Co), Agreement and Plan of Merger (Nimble Storage Inc)
Effects of the Merger. The At and after the Effective Time, the Merger shall will have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions DGCL, including without limitation, Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, (i) all propertythe properties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub Acquiror shall vest in the Company, as the Surviving Corporation, and (ii) all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub Acquiror shall become the debts, liabilities, obligations, restrictions obligations and duties of the Company, as the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonomawest Holdings Inc), Agreement and Plan of Merger (Stapleton Acquisition Co)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company Target and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company Target and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilitiesLiabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Everest Merger Sub, Inc.), Agreement and Plan of Merger (Sport Chalet Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debts, liabilities, obligations, restrictions and duties of each the Liabilities of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties Liabilities of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GXS Worldwide, Inc.), Agreement and Plan of Merger (Open Text Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of DGCL and the DGCLMGBCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westfield Holdings LTD /), Agreement and Plan of Merger (Westfield America Management LTD)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub Target shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub Target shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all of the assets, property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipsen, S.A.), Agreement and Plan of Merger (Tercica Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company HoldCo and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company HoldCo and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vici Properties Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Heska Corp), Agreement and Plan of Merger (Gateway Energy Corp/Ne)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCLDGCL and NRS. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theralink Technologies, Inc.), Agreement and Plan of Merger (IMAC Holdings, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and --------------------- in the applicable provisions Section 259 of the DGCLDGCL and Section 1107 of the CGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, except as otherwise provided herein, all of the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest rest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement of Merger (Datalink Net Inc), Agreement of Merger (Datalink Net Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Argo Blockchain PLC), Agreement and Plan of Merger (Argo Blockchain PLC)
Effects of the Merger. The effects of the Merger shall have the effects set forth herein be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all of the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub I shall vest in the Surviving Corporation, and all debts, liabilitiesclaims, obligations, restrictions liabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilitiesclaims, obligations, restrictions liabilities and duties of the Surviving Corporation, all as provided under the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)
Effects of the Merger. The Merger shall will have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretohereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall will vest in the Surviving Corporation, and all debtsclaims, obligations, restrictions, disabilities, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall will become the debtsclaims, obligations, restrictions, disabilities, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Charles River Laboratories International Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from From and after the Effective Time, the Surviving Corporation shall possess all propertyof the rights, rightspowers, privileges, immunitiesfranchises and be subject to all of the obligations, powersliabilities, franchises, licenses restrictions and authority disabilities of the Company and Merger Sub shall vest Sub, all as provided in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Knowles Corp), Agreement and Plan of Merger (Audience Inc)
Effects of the Merger. The Subject to the foregoing, the effects of the Merger shall have the effects set forth herein and be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, Time all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NXT-Id, Inc.)
Effects of the Merger. The Merger shall have the effects set forth provided herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, the Surviving Corporation shall possess all property, the rights, privileges, immunities, powers, franchises, licenses privileges and authority franchises and be subject to all of the Liabilities of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationSub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Inc), Agreement and Plan of Merger (Centene Corp)
Effects of the Merger. (a) The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority authorities of the Company and Merger Sub Acquisition shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub Acquisition shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc), Agreement and Plan of Merger (Symbion Inc/Tn)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and CBCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Item 9 Labs Corp.), Agreement and Plan of Merger (MassRoots, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company Clinigence and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company Clinigence and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (iGambit, Inc.), Agreement and Plan of Merger (iGambit, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Acquisition Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Walgreen Co), Agreement and Plan of Merger (I Trax Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, 26995100v.1 powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, from by virtue of the Merger and after without further act or deed, at the Effective Time, Time all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions obligations and duties of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sigma Aldrich Corp), Agreement and Plan of Merger (Universal Hospital Services Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses and authority authorities of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligationsdebts, restrictions and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligationsdebts, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Easylink Services International Corp), Agreement and Plan of Merger (Open Text Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Company as the Surviving CorporationCorporation in the Merger, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions obligations and duties of the Company as the Surviving CorporationCorporation in the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EDGEWELL PERSONAL CARE Co), Agreement and Plan of Merger (CardConnect Corp.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the NRS and the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (ALR Technologies SG Ltd.), Agreement and Plan of Merger and Reorganization (Chan Sidney)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, DGCL and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all property, the rights, privileges, immunitiespowers and franchises and be subject to all of the restrictions, powersdisabilities, franchises, licenses liabilities and authority duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each Sub. As of the Effective Time, the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties be a wholly owned subsidiary of the Surviving CorporationParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opinion Research Corp), Agreement and Plan of Merger (Infousa Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, the Surviving Corporation shall possess all property, of the rights, privileges, immunities, powers, powers and franchises, licenses and authority be subject to all of the restrictions, disabilities and duties, of the Company and Merger Sub shall vest in Purchaser, as provided under the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each applicable Sections of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest be vested in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quality Systems, Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and --------------------- in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, immunities, powers, powers and franchises, licenses and authority all and every other interest, of Subsidiary and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions liabilities and duties of each of Subsidiary and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft)
Effects of the Merger. The From and after the Effective Time, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL (including, without limitation, Sections 259, 260 and 261 thereof). Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all propertythe properties, rights, privileges, immunities, powers, powers and franchises, licenses and authority of a public as well as a private nature, of the Company and Merger Sub UDC Acquisition shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions liabilities and duties of each of the Company and Merger Sub UDC Acquisition shall become the debts, liabilities, obligations, restrictions liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, from by virtue of the Merger and after without any further act or deed, at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein herein, in the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without , and, without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all property, the rights, privileges, immunities, powers, immunities and franchises, licenses of a public as well as a private nature, and authority of shall be subject to all liabilities, obligations and penalties of, the Company Corporation and Merger Sub shall vest Sub, all with the effect set forth herein and in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationDGCL.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without DGCL and, without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all assets, property, rights, privileges, immunities, powers, franchisesfranchises and authorities, licenses and authority shall be subject to all liabilities, obligations, debts, restrictions, duties and penalties, of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationSub.
Appears in 1 contract
Effects of the Merger. The effects of the Merger shall have the effects set forth herein and be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of Merger Sub and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.. EXECUTION COPY
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The At the Effective Time, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Performant Financial Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and the MLLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationCompany.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company Socrata and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company Socrata and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all propertythe properties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub MergerCo shall vest remain or vest, as the case may be, in the Surviving Corporation, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become remain or become, as the case may be, the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (L-1 Identity Solutions, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, the rights, privileges, immunities, powers, franchisesfranchises of and all property, licenses real, personal and authority mixed, and all debts due on whatever account, including for stock subscriptions, as well as all other things in action or belonging to the Company and Merger Sub shall be vested in the Surviving Corporation; and all debts, liabilities and duties of the Company and Merger Sub shall vest in the Surviving Corporation, attach to and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of may be enforced against the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Affinion Group, Inc.)
Effects of the Merger. The (a) At the Effective Time, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub Medeor shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub Medeor shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all propertythe properties, rights, privileges, immunities, powers, franchiseslicenses, licenses authority and authority franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Except as otherwise provided in Section 2.7 with respect to the effect of the Merger on capital stock, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all propertythe properties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCLDGCL and FBCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (White River Energy Corp.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject theretothereto and any other applicable laws, from and after at the Effective Time, all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligationsrestrictions, restrictions disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Buildings Co /De/)
Effects of the Merger. The Subject to the foregoing, the effects of the Merger shall have the effects set forth herein and be as provided in the applicable provisions of the DLLCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, Time all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationEntity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victory Electronic Cigarettes Corp)
Effects of the Merger. The (a) At and after the Effective Time, the Merger shall have the effects set forth herein and specified in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, Time all of the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of each of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Online Resources Corp)
Effects of the Merger. The Merger shall have the effects provided herein and set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, from and after at the Effective Time, Time all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company shall be, and all debts, liabilities, obligations and duties of Merger Sub shall become become, the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Franchise Group, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.. 38031572.13
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of each of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving CorporationCompany.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein herein, in the Merger Filing and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company NIC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company NIC and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.. 2.5
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyler Technologies Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, except as otherwise provided herein, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all propertythe properties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and the VSCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Checkers Drive in Restaurants Inc /De)
Effects of the Merger. The effects of the Merger shall have the effects set forth herein be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, foregoing and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationCompany.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall shall, by operation of law, vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall shall, by operation of law, become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company AHP and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company AHP and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clinigence Holdings, Inc.)
Effects of the Merger. The At the Effective Time, the Merger --------------------- shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ea Engineering Acquisition Corp)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and ILLCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Patriot National, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, DGCL and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all property, the rights, privileges, immunitiespowers and franchises and be subject to all of the restrictions, powersdisabilities, franchises, licenses liabilities and authority duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each Purchaser. As of the Effective Time, the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties be a wholly owned subsidiary of the Surviving CorporationParent.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without DGCL and, without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all property, rights, privileges, immunities, powers, franchisesfranchises and authorities, licenses and authority shall be subject to all liabilities, obligations, debts, restrictions, duties and penalties, of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationSub.
Appears in 1 contract
Effects of the Merger. The Except as expressly provided in Section 12.14, the Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoingforegoing sentence, and subject theretoexcept as expressly provided in Section 12.14, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, powers and franchises, licenses and authority all and every other interest, of Acquisition Subsidiary and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions liabilities and duties of each of Acquisition Subsidiary and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses licenses, and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions restrictions, and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions restrictions, and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.)
Effects of the Merger. The Merger shall will have the effects set forth herein in this Agreement and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretohereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall will vest in the Surviving Corporation, and all debtsclaims, obligations, restrictions, disabilities, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall will become the debtsclaims, obligations, restrictions, disabilities, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and specified in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement, the Certificate of Merger and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, Time all of the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions obligations and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions obligations and duties of the Surviving Corporation, all as provided for herein and in the applicable provisions of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Polypore International, Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, the Surviving Corporation shall possess all propertyproperties, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions debts and duties of the Surviving Corporation.
Appears in 1 contract
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the DGCLDGCL and DLLC Act. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving CorporationCompany.
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Effects of the Merger. The At and after the Effective Time, the Merger shall will have the effects set forth herein in this Agreement and in the applicable relevant provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretohereto, from and after at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall will vest in the Surviving Corporation, and all debtsclaims, liabilitiesrestrictions, obligationsdisabilities, restrictions Liabilities, debts and duties of each of the Company and Merger Sub shall will become the debtsclaims, liabilitiesrestrictions, obligationsdisabilities, restrictions Liabilities, debts and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (BlueLinx Holdings Inc.)
Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after at the Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses powers and authority franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilitiesLiabilities, obligations, restrictions restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions restrictions, disabilities and duties of the Surviving Corporation.
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