The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Medassets Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue its corporate existence under the laws of the MergerState of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Avedro Inc), Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Vivint Solar, Inc.)
The Merger. Upon At the Effective Time (as hereinafter defined) and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the CompanyCompany (the "MERGER"). Following the Merger, the Company shall continue as the surviving corporation (the "SURVIVING CORPORATION") and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergercease.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Minolta Investments Co), Agreement and Plan of Merger (Leucadia National Corp), Agreement and Plan of Merger (Minolta Investments Co)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Article VII, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub Co shall be merged with and into the Company, and the separate corporate existence of Merger Sub Co shall thereupon cease and the Company shall be continue as the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, and whereupon the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Corporation under the Laws of the MergerState of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity & Guaranty Life), Agreement and Plan of Merger (Si International Inc), Agreement and Plan of Merger (Webmethods Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (“DGCL, at the Effective Time”), Merger Sub shall be merged with and into Target at the CompanyEffective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Target shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation company (the “Surviving CorporationCompany”) as a result ). The Merger, the payment of the MergerMerger Consideration in connection with the Merger and the other transactions contemplated by this Agreement are referred to herein as the “Transactions.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Geo Group Inc), Agreement and Plan of Merger (Cornell Companies Inc), Agreement and Plan of Merger (Cornell Companies Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Google Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) ). The Merger and the other transactions contemplated by this Agreement are referred to herein as a result of the Merger“Transactions”.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Anixter International Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCLDGCL and the ARS, at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation company in the Merger and continue as a Delaware corporation (the “Surviving CorporationCompany”) as a result and shall continue its limited liability company existence under the laws of the MergerState of Delaware and shall succeed to and assume all of the rights and obligations of the Company and Merger Sub in accordance with the DGCL.
Appears in 3 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Article VIII, and in accordance with the provisions of the Delaware General Corporation Law (the "DGCL"), at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Corporation of the Merger.
Appears in 3 contracts
Samples: Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp), Agreement (Mikasa Inc), Recapitalization Agreement and Plan of Merger (Westaff Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”), and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue Merger. The Company, as a Delaware the surviving corporation (after the Merger, is hereinafter referred to as the “Surviving Corporation”) as a result of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cincinnati Bell Inc), Agreement and Plan of Merger (Hawaiian Telcom Holdco, Inc.), Agreement and Plan of Merger (Cincinnati Bell Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Pfizer Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (as amended, the “DGCL”), at the Effective Time, Company shall merge with Merger Sub shall be merged with and into the CompanySub, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sparta Inc /De), Agreement and Plan of Merger (Noven Pharmaceuticals Inc), Agreement and Plan of Merger (Hisamitsu U.S., Inc.)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue under the name “Norcraft Companies, Inc.” as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Norcraft Companies, Inc.), Agreement and Plan of Merger (Fortune Brands Home & Security, Inc.)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Surviving Corporation. The Merger and continue the other transactions contemplated by this Agreement are referred to herein as a Delaware corporation (the “Surviving CorporationTransactions”) as a result of the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wesco International Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Wesco International Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall will be merged with and into the CompanyCompany (the “Merger”) in accordance with the provisions of Section 251 of the DGCL. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the laws of the State of Delaware as the surviving corporation entity (in such capacity, the Merger and continue Company is sometimes referred to herein as a Delaware corporation (the “Surviving CorporationEntity”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Sandridge Energy Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, (a) Merger Sub shall be merged with and into the Company, Company and (b) the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in of the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Bradley Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCLDGCL and the TBCA, at the Effective Time, Merger Sub shall be effected and the Company shall be merged with and into Merger Sub at the Company, and Effective Time with the separate corporate existence of the Company ceasing and Merger Sub shall thereupon cease and the Company shall be continuing as the surviving corporation in (the Merger and "Surviving Corporation"). The Surviving Corporation shall continue its corporate existence under the laws of the State of Delaware as a Delaware corporation (the “Surviving Corporation”) as a result wholly owned subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endeavour International Corp), Agreement and Plan of Merger (Continental Southern Resources Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLhereof, at the Effective Time, Merger Sub shall be merged merge (the “Merger”) with and into the CompanyCompany in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation company (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Life Financial Inc), Agreement and Plan of Merger
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into Qwest (the Company“Merger”). At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Qwest shall be continue as the surviving corporation company in the Merger and continue as a Delaware corporation (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centurytel Inc), Agreement and Plan of Merger (Qwest Communications International Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the DGCL, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result Corporation under the Laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smithkline Beecham Corp), Agreement and Plan of Merger (Corixa Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Time (as defined in Section 1.3) Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”") as a result and shall continue to be governed by the laws of the MergerState of Delaware, and the Merger shall have the effects provided in the Delaware General Corporation Law ( the "DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Republic Automotive Parts Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease Company and the Company shall be the surviving corporation in the Merger and (the "Surviving Corporation") and, as such, the Company shall continue its corporate existence as a Delaware corporation (direct, wholly owned subsidiary of Parent under the “Surviving Corporation”) as a result laws of the MergerState of Delaware, and the separate corporate existence of Merger Sub thereupon shall cease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Front Porch Digital Inc), Agreement and Plan of Merger (Front Porch Digital Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.02(b)), Merger Sub shall will be merged with and into the CompanyCompany in accordance with the Delaware General Corporation Law (“Delaware Law”). As a result of this merger (the “Merger”), and the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall will be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cit Group Inc), Agreement and Plan of Merger (Education Lending Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Merger Effective Time, Merger Sub shall be merged with and into the Company, and Time the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PRA International), Agreement and Plan of Merger (PRA International)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with Section 259 of the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gen Probe Inc), Agreement and Plan of Merger (Hologic Inc)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, the Merger Sub shall be merged merge with and into the CompanyCompany in accordance with the Delaware General Corporation Law (as amended, and the “DGCL”), whereupon the separate corporate existence of the Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned subsidiary of the MergerPurchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SITEL Worldwide Corp), Agreement and Plan of Merger (Caci International Inc /De/)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in following the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result "). The corporate existence of the MergerCompany shall continue unaffected and unimpaired by the Merger and, as the Surviving Corporation, it shall be governed by the laws of the State of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
The Merger. Upon the terms and subject to the conditions set forth in ---------- this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result consummation of the Merger, is sometimes hereinafter referred to as the "Surviving Corporation."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usweb Corp), Agreement and Plan of Merger (Usweb Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of ). The Merger shall have the Mergereffects specified in the Delaware General Corporation Law (the “DGCL”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United States Steel Corp), Agreement and Plan of Merger (Lone Star Technologies Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged (the "Merger") with and into the Company, and whereupon the separate corporate existence of Merger Sub Subsidiary shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”") as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clientlogic Corp), Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/)
The Merger. Upon the terms and subject to satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andrx Corp /De/), Agreement and Plan of Merger (Watson Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Audiocodes LTD), Agreement and Plan of Merger (Audiocodes LTD)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the "Merger"). Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Apco Argentina Inc/New)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the Delaware General Corporation Law, as amended (the “DGCL”). Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergercease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a the "Surviving Corporation"). The Merger shall have the effects specified in the General Corporation Law of the State of Delaware corporation (the “Surviving Corporation”) as a result of the Merger"DGCL").
Appears in 2 contracts
Samples: Recapitalization Agreement (Readers Digest Association Inc), Recapitalization Agreement (Readers Digest Association Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, Company in accordance with the DGCL and (b) the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Earthlink Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (“DGCL, at the Effective Time”), Merger Sub shall be merged with and into Company at the CompanyEffective Time. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellpoint, Inc), Agreement and Plan of Merger (Amerigroup Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall will be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease will cease, and the Company shall be will continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and will succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL. The Merger, the payments of the MergerMerger Consideration, and the other transactions contemplated by this Agreement are referred to in this Agreement collectively as the “Transactions.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citadel Broadcasting Corp), Agreement and Plan of Merger (Cumulus Media Inc)
The Merger. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined below), Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company which shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result in the Merger, and the separate existence of Merger Sub shall thereupon cease. The name of the MergerSurviving Corporation shall remain “Plumtree Software, Inc.” The Merger shall have the effects set forth in the applicable provisions of the Delaware General Corporation Law (“Delaware Law”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)
The Merger. Upon the terms and subject to the terms and conditions set forth in of this Agreement Agreement, Merger Subsidiary shall merge with and in accordance with into the DGCL, Company at the Effective Time. From and after the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation Surviving Corporation. The Merger shall have the effects set forth in the Merger and continue as a Delaware corporation General Corporation Law (the “Surviving CorporationDGCL”) as a result of the Merger).
Appears in 2 contracts
Samples: Merger Agreement (CDC Software CORP), Merger Agreement (CDC Corp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and Agreement, at the Effective Time in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease and the cease. Company shall be continue its existence under the laws of the State of Delaware and, in its capacity as the surviving corporation in the Merger and continue Merger, Company is hereinafter sometimes referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kulicke & Soffa Industries Inc), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue under the name “SP Plus Corporation” as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, the Company and Merger Sub shall consummate the Merger, whereby Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger and continue consummation of the Merger, is sometimes hereinafter referred to as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in (sometimes referred to herein as the Merger and continue as a Delaware corporation (the “"Surviving Corporation”") as a result and shall continue to be governed by the laws of the Merger.State of Delaware and shall continue under the name "DSM Catalytica Pharmaceuticals, Inc."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a the "Surviving Corporation"). The Merger shall have the effects specified in the Delaware corporation General Corporation Law (the “Surviving Corporation”) as a result of the Merger"DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Baker Hughes Inc), Agreement and Plan of Merger (Western Atlas Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, Merger the Company and Sub shall be merged consummate a merger (the “Merger”) pursuant to which (i) Sub shall merge with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon cease and (ii) the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result in the Merger and shall continue to be governed by the laws of the MergerState of Delaware. The Merger shall have the effects set forth in the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the Company, in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”), and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
The Merger. Upon At the Effective Time and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”) and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergercease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (Neustar Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the successor or surviving corporation. The Company, as the surviving corporation in after the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result consummation of the Merger, is sometimes hereinafter referred to as the "Surviving Corporation."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rowecom Inc), Agreement and Plan of Merger and Reorganization (Divine Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result direct wholly-owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enerflex Ltd.), Agreement and Plan of Merger (Exterran Corp)
The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into Seller. Seller shall continue as the Companysurviving corporation (the “Surviving Corporation”) in the Merger and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergerterminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Ansys Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, Merger Sub will merge with and in accordance with into the DGCL, Company at the Effective Time. At the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the will terminate. The Company shall will be the surviving corporation Surviving Corporation in the Merger and will continue as a Delaware corporation (its existence under the “Surviving Corporation”) as a result laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Partners Trust Financial Group Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, at the Effective Time and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result wholly owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Canadian National Railway Co), Agreement and Plan of Merger (Kansas City Southern)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with Section 259 of the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub Corp shall be merged with and into the Company. As a result of the Merger, the Company shall continue as the surviving company of the Merger (the “Surviving Company”) and shall continue its corporate existence under the laws of the State of Delaware, and the separate corporate existence of Merger Sub Corp shall thereupon cease and the Company shall be cease. The Company, as the surviving corporation in after the Merger and continue Merger, is hereinafter sometimes referred to as a Delaware corporation (the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.), Agreement and Plan of Merger (Zynerba Pharmeceuticals, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, Merger Sub shall merge with and in accordance with into the DGCL, Company at the Effective Time. From and after the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result . The Merger shall have the effects set forth in Section 259 of the MergerDelaware General Corporation Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Skyworks Solutions, Inc.)
The Merger. Upon At the terms and subject to the conditions set forth in this Agreement and Closing, in accordance with the DGCL, at DGCL and the Effective Timeterms and conditions of this Agreement, Merger Sub shall be merged with and into the Company. From and after the Closing, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be Company, as the surviving corporation in the Merger and Merger, shall continue its existence under the laws of the State of Delaware as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vaxgen Inc), Lock Up Agreement (Oxigene Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and hereof, in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, with the Company as the surviving corporation in the Merger (the "SURVIVING CORPORATION"), which shall continue its corporate existence under the laws of the State of Delaware and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as cease. As a result of the Merger, the Company will become a wholly-owned subsidiary of Buyer. The name of the Surviving Corporation shall be the name of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lightspan Inc), Agreement and Plan of Merger (Plato Learning Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the MBCA and the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in of the Merger and continue a wholly-owned subsidiary of Parent. The Company, as a Delaware the surviving corporation (of the Merger, is sometimes referred to herein as the “Surviving Corporation.”) as a result of the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”") as and will be a result wholly-owned subsidiary of Parent. The Merger shall have the Mergereffects specified in the Delaware General Corporation Law ("DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cephalon Inc), Agreement and Plan of Merger (Cephalon Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective TimeTime (as defined below), Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under the laws of the State of Delaware as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as and a result direct wholly owned Subsidiary of the MergerParent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger shall be effected and Merger Sub shall be merged with and into Company at the CompanyEffective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in (as such, the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Louisiana Pacific Corp), Agreement and Plan of Merger (Abt Building Products Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at At the Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Merger Sub shall be merged merge with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the . The Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue its corporate existence under the Laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of Merger Sub shall terminate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chaparral Steel CO), Agreement and Plan of Merger (Gerdau Ameristeel Corp)
The Merger. Upon (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Merger Sub shall be merged upon the terms and subject to the conditions set forth in this Agreement hereof with and into the Company in accordance with the General Corporation Law of the State of Delaware, as amended (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation. The corporation in surviving the Merger and continue is sometimes hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger".
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Miv Acquition Corp), Agreement and Plan of Merger (Mark Iv Industries Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the “Merger”). Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its corporate existence under the DGCL as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL, at the Effective Time”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined herein). At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Merger Sub shall be merged with and into the CompanyXxxxxx in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the Company cease. Xxxxxx shall be the surviving corporation entity in the Merger (sometimes hereinafter referred to as the "Surviving Entity"). The Merger shall have the effects specified herein and continue as a in the General Corporation Law of the State of Delaware corporation (the “Surviving Corporation”) as a result of the Merger"DGCL").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edge Petroleum Corp), Agreement and Plan of Merger (Miller Exploration Co)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue its corporate existence under the name “WMS Industries Inc.” as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result and shall continue to be governed by the laws of the MergerState of Delaware.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (WMS Industries Inc /De/)
The Merger. Upon Subject to the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement Company and Merger Sub shall be, at the Effective Time (as hereinafter defined), merged in accordance with the DGCLDGCL (hereinafter called the “Merger”) into a single corporation existing under the laws of the State of Delaware, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and whereby the Company shall be the surviving corporation (the Company, in its capacity as the Merger and continue surviving corporation, is sometimes referred to herein as a Delaware corporation (the “Surviving Corporation”) as a result ). The Merger shall have the effects set forth in this Agreement, the certificate of merger, and Section 259 and other applicable provisions of the MergerDGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Max & Ermas Restaurants Inc), Agreement and Plan of Merger (G&R Acquisition, Inc.)
The Merger. Upon At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly owned subsidiary of Parent. The Company as the surviving corporation (after the “Merger is hereinafter sometimes referred to as the "Surviving Corporation”) as a result of the Merger."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapquest Com Inc), Agreement and Plan of Merger (America Online Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bottomline Technologies Inc), Agreement and Plan of Merger (Qlik Technologies Inc)
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease and the cease. The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a the "Surviving Corporation"). The Merger shall have the effects specified in the Delaware corporation General Corporation Law (the “Surviving Corporation”) as a result of the Merger."DGCL"). SECTION 1.2
Appears in 1 contract
Samples: Iii 5 Agreement and Plan of Merger (Baker Hughes Inc)
The Merger. Upon (a) On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub Subsidiary shall be merged with and into the CompanyCompany in the Merger, and whereupon, the separate corporate existence of Merger Sub Subsidiary shall thereupon cease and the Company shall be the surviving corporation entity in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) and shall continue its corporate existence under the laws of the State of Delaware as a result wholly owned subsidiary of the MergerParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Woodmark Corp)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and hereof, in accordance with the DGCLDGCL and the CCC, at the Effective Time, Merger Sub the Company shall be merged with and into the CompanyMerger Sub, and the separate corporate existence of with Merger Sub shall thereupon cease and the Company shall be as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as "SURVIVING CORPORATION"), which shall continue its corporate existence under the laws of the State of Delaware, and the separate existence of the Company shall thereupon cease. As a result of the Merger, Merger Sub will continue as a wholly-owned subsidiary of OpCo. The name of the Surviving Corporation shall be the name of the Company.
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL, at the Effective Time"), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time (the "Merger"). Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”") as a result of under the Merger.name "Advanced Chemical Systems International, Inc."
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, Merger Sub shall merge with and in accordance with into the DGCL, Company at the Effective Time. From and after the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a the Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the Delaware corporation General Corporation Law (the “Surviving CorporationDGCL”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)
The Merger. Upon At the Effective Time (as defined herein) and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with Section 251 of the DGCL, at the Effective Time, (a) Merger Sub shall be merged with and into the Company, and (b) the separate corporate existence of Merger Sub shall thereupon cease cease, and (c) the Company shall be shall, as the surviving corporation in the Merger and Merger, continue its existence under Delaware law as a Delaware wholly owned subsidiary of Buyer. The Company as the surviving corporation (after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”) as a result of the Merger.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective TimeAgreement, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company Company, as a wholly owned subsidiary of Parent, shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result "). The Merger will be effected pursuant to the provisions of, and with the effect provided in, the General Corporation Law of the MergerState of Delaware, as amended (the "DGCL").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into NORD at the CompanyEffective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company NORD shall be the surviving corporation in the Merger and continue its existence as a Delaware corporation (wholly-owned subsidiary of PDM USA under the “Surviving Corporation”) as a result laws of the MergerState of Delaware.
Appears in 1 contract
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into the CompanyCompany (the “Merger”). At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation company in the Merger and continue as a Delaware corporation (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (ExamWorks Group, Inc.)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, (a) Merger Sub shall will be merged with and into the Company, Company and (b) the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall be will continue its corporate existence under Delaware Law as the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Corp/De/)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLhereof, at the Effective Time, Merger Sub shall be merged will merge with and into the Company, Company and the separate corporate existence of Merger Sub shall thereupon will cease and the Company shall will be the surviving corporation in the Merger and continue (sometimes referred to herein as a Delaware corporation (the “Surviving Corporation”) as a result ). The Merger will have the effects set forth in Section 259 of the MergerDelaware General Corporation Law (“DGCL”), including the Surviving Corporation’s succession to and assumption of all rights and obligations of Company and Merger Sub.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tetra Technologies Inc)
The Merger. Upon On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at on the Effective TimeClosing Date, Merger Sub shall be merged with and into T-3 (the Company“Merger”), and the separate corporate existence of Merger Sub shall thereupon cease and T-3 shall continue as the Company shall be the corporation surviving corporation in the Merger and continue as a Delaware corporation (the “Intermediate Surviving CorporationEntity” and, if there is no Second Merger as provided in Section 1.05, the “Surviving Entity”) as a result of the Merger).
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLhereof, at the Effective Time, the Merger Sub shall be merged merge (the “Merger”) with and into the CompanyCompany in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and whereupon the separate corporate existence of the Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation company (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.3), Merger Sub shall be merged with and into the CompanyCompany in accordance with this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL"), and the separate corporate existence of Merger Sub shall thereupon cease and (the "Merger"). The Company shall be the surviving corporation in the Merger and continue (sometimes hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of "). The Merger shall have the Mergereffects specified in the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement hereof, and in accordance with the relevant provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. Following the Merger, the Company shall continue as the surviving corporation (the “Surviving Corporation”), initially under the name “ELXSI Corporation” and shall continue its existence under the Laws of the State of Delaware, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Mergercease.
Appears in 1 contract
The Merger. Upon the terms and subject to the conditions set ---------- forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Merger shall be effected and Sub shall be merged with and into the CompanyCompany at the Effective Time (as defined in Section 1.3), and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger. The surviving corporation of the Merger and continue shall be herein referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
The Merger. Upon At the Effective Time and subject to and upon the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in under the laws of the state of Delaware, as a wholly owned Subsidiary of Parent. The Company as the surviving corporation after the Merger and continue is hereinafter referred to as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Information Holdings Inc)
The Merger. Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. As a result of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue its existence under the Laws of the State of Delaware as a wholly owned indirect subsidiary of Parent, as the surviving corporation in of the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. Upon Subject to the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. (a) Upon the terms and subject to the conditions set forth in of this Agreement Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged (the "Merger") with and into the Company, and whereupon the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in (sometimes referred to herein as the Merger and continue as a Delaware corporation (the “"Surviving Corporation”") as a result and shall continue to be governed by the laws of the Merger.State of Delaware and shall continue under the name "Fusion Medical Technologies, Inc."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Medical Technologies Inc)
The Merger. Upon the terms and subject to the conditions set forth forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law ("DGCL, at the Effective Time"), Merger Sub shall be merged with and into Company at the CompanyEffective Time. Upon consummation of the Merger, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger").
Appears in 1 contract
Samples: Agreement and Plan of Merger
The Merger. Upon At the terms Effective Time and subject to and upon the ---------- terms and conditions set forth in of this Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL, at the Effective Time, ") Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease cease, and the Company shall be continue as the surviving corporation in corporation. Company is sometimes referred to herein as the Merger and continue as a Delaware corporation (the “"Surviving Corporation”) as a result of the Merger."
Appears in 1 contract
Samples: Plan of Merger and Reorganization (Sciquest Com Inc)
The Merger. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), at the Effective Time, Time the Merger Sub shall be merged merge with and into the CompanyCompany (the “Merger”), and whereupon the separate corporate existence of the Merger Sub shall thereupon cease cease, and the Company shall be the surviving corporation in the Merger and continue as a Delaware corporation (the “Surviving Corporation”) as a result of the Merger).
Appears in 1 contract
The Merger. Upon (a) On the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL, at provisions of the Effective TimeDelaware Limited Liability Company Act (the “DLLCA”), Merger Sub shall be merged with and into the CompanyCompany at the Effective Time. At the Effective Time, and the separate corporate existence of Merger Sub shall thereupon cease and the Company shall be continue as the surviving corporation in the Merger and continue as a Delaware corporation limited liability company (the “Surviving CorporationCompany”) as a result of the Merger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)
