The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the First Effective Time, First Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent following the First Merger. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving Corporation.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Absci Corp), Agreement and Plan of Merger (Relay Therapeutics, Inc.), Agreement and Plan of Merger (Exact Sciences Corp)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the First Effective Time, First Merger Sub I shall be merged with and into the CompanyCompany at the First Effective Time. As a result of the First Merger, the separate corporate existence of First Merger Sub I shall cease, cease and the Company shall continue as the surviving corporation of the First Merger (the “First Surviving Company”) and as a direct, wholly-owned subsidiary of Parent following the First Merger. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving CorporationParent.”
Appears in 2 contracts
Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the First Effective Time, First Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-owned subsidiary of Parent the Buyer following the First Merger. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving Corporation.”
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Humbl, Inc.), Agreement and Plan of Merger (Humbl, Inc.)
The Mergers. (a) Upon At the First Effective Time, upon the terms and subject to the conditions set forth in of this Agreement, Agreement and in accordance with the applicable provisions of the DGCL, at Merger Sub I and the Company shall consummate the First Effective TimeMerger, First pursuant to which Merger Sub I shall be merged with and into the Company. As a result of the First Merger, following which the separate corporate existence of First Merger Sub I shall cease, cease and the Company shall continue as the surviving corporation Surviving Corporation after the First Merger and as a wholly-direct, wholly owned subsidiary of Parent following (provided that references to the First Merger. The Company, as the surviving corporation Company for periods after the First Merger, is sometimes referred to herein as Effective Time shall include the “First-Step Surviving Corporation).”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vesper Healthcare Acquisition Corp.)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the First Effective Time, First Merger Sub I shall be merged with and into the Company. As a result of the First Merger, Company and the separate corporate existence of Merger Sub I shall thereupon cease. The Company shall be the surviving corporation in the First Merger Sub shall cease, (the “First Merger Surviving Corporation”) and the Company shall continue as the surviving corporation and as a wholly-wholly owned subsidiary Subsidiary of Parent following the First Merger. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving CorporationParent.”
Appears in 1 contract
Samples: Agreement and Plan of Merger (Revolution Medicines, Inc.)
The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the First Effective Time, First Merger Sub shall be merged with and into the Company. As a result of the First Merger, the separate corporate existence of First Merger Sub shall cease, and the Company shall continue as the surviving corporation and as a wholly-wholly owned subsidiary of Parent following the First Merger. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving Corporation.”
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (ACELYRIN, Inc.)
