Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (HighPoint Resources Corp), Agreement and Plan of Merger (Parsley Energy, Inc.), Agreement and Plan of Merger (Diamondback Energy, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 17 contracts
Samples: Business Combination Agreement (InterPrivate Acquisition Corp.), Stockholder Support Agreement (GigCapital5, Inc.), Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Checkfree Corp \Ga\), Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan of Merger (Carreker Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Anaplan, Inc.), Agreement and Plan of Merger (Handy & Harman Ltd.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Resonant Inc), Agreement and Plan of Merger (Symmetricom Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Indevus Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (iPCS, INC), Agreement and Plan of Merger (Alamosa Holdings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Conductus Inc), Agreement and Plan of Merger And (Chippac Inc), Agreement and Plan of Merger (Temasek Holdings LTD)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Section 259 and the other applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Brands Holdings LTD), Agreement and Plan of Merger (Swank, Inc.), Agreement and Plan of Merger (Horowitz Seth)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger and Reorganization (Lenco Mobile Inc.), Agreement and Plan of Merger (DemandTec, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 7 contracts
Samples: Transaction Agreement (Rubicon Medical Corp), Agreement and Plan of Merger (Cti Molecular Imaging Inc), Agreement and Plan of Merger (Baycorp Holdings LTD)
Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub MergerCo shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall MergerCo shall, by operation of law, become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Steel Vault Corp), Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of Merger Sub and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, liabilities obligations, restrictions, disabilities and duties of each of Merger Sub and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation, all as provided under the DGCL.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Albertsons Companies, Inc.), Agreement and Plan of Merger (Kroger Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall have all the propertyproperties, rights, privileges, purposes, and powers and franchises of each debts, duties, and liabilities of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Google Inc.), Agreement and Plan of Merger (Optium Corp), Agreement and Plan of Merger (Google Inc.)
Effect of the Merger. At the Effective Time, the Merger shall will have the effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the Limited Liability Company Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationEntity.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Halliburton Co), Agreement and Plan of Merger (Bj Services Co), Agreement and Plan of Merger (Baker Hughes Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company SPAC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Vast Solar Pty LTD), Business Combination Agreement (Nabors Energy Transition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises as well of each a public as of a private nature and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub, and all property, real, personal and mixed, and all debts due to any of the Company or Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of be vested in the Surviving Corporation.
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Via Renewables, Inc.), Agreement and Plan of Merger (Maxwell W Keith III), Agreement and Plan of Merger (Memorial Resource Development Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and the Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Women Com Networks Inc), Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Hearst Communications Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Unilab Corp /De/), Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Dycom Industries Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided herein and in this Agreement and the applicable provisions of the DGCLDGCL and the MBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company Buyer and Merger Sub the Seller shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Buyer and Merger Sub the Seller shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Home Port Bancorp Inc), Agreement and Plan of Merger (Andover Bancorp Inc), Agreement and Plan of Merger (Seacoast Financial Services Corp)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at thereto from and after the Effective Time, the effects of the Merger shall be that all the property, rights, privileges, powers immunities, powers, franchises, licenses, and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (Icon PLC), Agreement and Plan of Merger (PRA Health Sciences, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all of the property, rights, privileges, powers and franchises of each franchises, and all other interests of the Company and Merger Sub shall vest in be the property of the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become be the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Kensington Capital Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Comverge, Inc.), Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
Effect of the Merger. (a) At the Effective Time, the First Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Inc. shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Inc. shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCLDGCL and TLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (JK Acquisition Corp.), Second Amended and Restated Agreement and Plan of Merger (JK Acquisition Corp.), Agreement and Plan of Merger (JK Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without further act or deed, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BNP Paribas), Agreement and Plan of Merger (Bancwest Corp/Hi), Agreement and Plan of Merger (Bancwest Corp/Hi)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without further act or deed, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, Corporation and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Toronto Dominion Bank)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 3 contracts
Samples: Business Combination Agreement (Adara Acquisition Corp.), Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth specified in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each franchises, and be subject to all of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationCompany and Merger Sub, as provided under Section 259 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synergetics Usa Inc), Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.), Agreement and Plan of Merger (Solta Medical Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Box Hill Systems Corp), Agreement and Plan of Merger (Artecon Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and Agreement, the applicable provisions of the DGCLDGCL and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyassets, properties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Alliqua, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Holdings shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Holdings shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Form of Agreement and Plan of Merger (Memc Electronic Materials Inc), Agreement and Plan of Merger (Memc Electronic Materials Inc)
Effect of the Merger. At the Merger Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company SPAC and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company SPAC and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions § 1108 of the DGCLCGCL, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub HEOP shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub HEOP shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mission Community Bancorp), Voting and Support Agreement (Heritage Oaks Bancorp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mens Wearhouse Inc), Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.), Letter Agreement (BioPlus Acquisition Corp.)
Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, assets, rights, privileges, immunities, purposes, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationCompany without transfer, reversion or impairment and all debts, liabilities, obligations, restrictions, disabilities obligations and duties liabilities of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties liabilities of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Evofem Biosciences, Inc.)
Effect of the Merger. At the Effective Time, the effect -------------------- of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the BCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub the Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub the Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pogo Producing Co), Agreement and Plan of Merger (Pogo Producing Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, property rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epocrates Inc), Agreement and Plan of Merger (Athenahealth Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions § 1108 of the DGCLCGCL, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub Parent shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Parent shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bank of Marin Bancorp), Agreement and Plan of Merger (Bank of Marin Bancorp)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCLCGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (DemandTec, Inc.), Agreement and Plan of Merger and Reorganization (Actionpoint Inc)
Effect of the Merger. At Upon the Effective Timeconsummation of the Merger, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificates of Merger and the applicable provisions of the DGCLDGCL and the FGCL. Without limiting the generality of the foregoing, and subject thereto, at upon the Effective Time, consummation of the Merger all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Subsidiary shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub Subsidiary shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Argan Inc), Agreement and Plan of Merger (Argan Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Employment Agreement (Dycom Industries Inc), Agreement and Plan of Merger (Savannah Foods & Industries Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, without further act or deed, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Recapitalization Agreement and Plan of Merger (Cornerstone Equity Investors Iv Lp), Recapitalization Agreement and Plan of Merger (Westaff Inc)
Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCLDGCL and the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationCompany, and all debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities disabilities, duties, debts and duties liabilities of the Surviving CorporationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AG Mortgage Investment Trust, Inc.), Agreement and Plan of Merger (Western Asset Mortgage Capital Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Kerr McGee Corp /De)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Acquisition Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.), Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.)
Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationEntity, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationEntity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imco Recycling Inc), Agreement and Plan of Merger (Commonwealth Industries Inc/De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have be as provided in Section 1929 of the effects set forth in this Agreement PBCL and the applicable provisions Sections 259-61 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp), Agreement and Plan of Merger (KNBT Bancorp Inc)
Effect of the Merger. At and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger (Selectica Inc)
Effect of the Merger. At the Effective Time, The effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all of the propertyrespective assets, properties, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all of the respective debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties of each obligations of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Soaring Eagle Acquisition Corp.), Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions § 259 of the DGCL, including any regulations or rules promulgated thereunder. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of the Company and Merger Sub Parent shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Parent shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Square 1 Financial Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company NGA and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company NGA and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.), Business Combination Agreement and Plan of Reorganization (Lion Electric Co)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDGCL (except as provided herein). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Agreement and Plan of Merger (Target Logistics Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company CMI and Merger Sub CMI Acquisitions shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company CMI and Merger Sub CMI Acquisitions shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth as provided in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporationfranchises, and shall be subject to all the debts, liabilities, obligations, restrictions, disabilities and duties duties, of each of the Company and Merger Sub shall become the debtsSub, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporationall without further act or deed.
Appears in 1 contract
Samples: Escrow Agreement (MSC Software Corp)
Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationSub, and shall be subject to all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving CorporationSub.
Appears in 1 contract
Effect of the Merger. At the Effective Time, The effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Articles of Merger, the Certificate of Ownership and the applicable provisions of the DGCLDGCL and the NGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub ACT-NEVADA shall vest in ACT-DELAWARE, as the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub ACT-NEVADA shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of ACT-DELAWARE, as the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Cell Technology, Inc.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company Boulevard and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Boulevard and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Business Combination Agreement (Boulevard Acquisition Corp. Ii)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company Boulevard and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Boulevard and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.. Section 2.4
Appears in 1 contract
Samples: V Business Combination Agreement (Boulevard Acquisition Corp. Ii)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time (i) all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and (ii) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Ascent Pediatrics Inc
Effect of the Merger. At and after the Effective Time, the Merger shall will have the effects effect set forth in this Agreement and the applicable provisions of the Certificate of Merger and the DGCL. Without limiting the generality of the foregoing, and subject thereto, by virtue of the Merger and without further act or deed, at the Effective Time, Time all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DealerTrack Holdings, Inc.)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers rights and franchises of each property of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities debts and duties of each liabilities of the Company and Merger Sub Sub, including, without limitation, all amounts outstanding under that certain Promissory Note, dated as of March 2, 2017, by and between the Company and NantWorks, LLC, shall become the debts, liabilities, obligations, restrictions, disabilities debts and duties liabilities of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effects of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL, the Certificate of Merger and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect -------------------- of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the MBCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Netopia Inc)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving CorporationSub, and all debtsof the claims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of each of the Company and Merger Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iris International Inc)
Effect of the Merger. At From and after the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyproperties, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest entirely in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the The Merger shall have the effects as provided and 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, at the Effective Time, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL and other applicable Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mantech International Corp)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects effect set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject theretothereto and any other applicable laws, at the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of each of the Company GP Acquisition Corp. and Merger Sub Hxxxxxxx XX shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company GP Acquisition Corp. and Merger Sub Hxxxxxxx XX shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company Tellurian and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company Tellurian and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Petroleum Corp /De/)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, immunities, privileges, powers powers, franchises and franchises of each licenses of the Company and Merger Sub shall vest in the Surviving Corporation, without further act or deed, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement (Mikasa Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Roth CH Acquisition II Co)
Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Buyer shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Buyer shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of -------------------- the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cacheflow Inc)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall continue with, or vest in in, as the case may be, the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub shall become continue to be, or become, as the case may be, the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving Corporation. As of the Effective Time, the Surviving Corporation shall be a direct subsidiary of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vertex Pharmaceuticals Inc / Ma)
Effect of the Merger. (a) At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Merger Sub shall vest in the Surviving Subsidiary Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Subsidiary Corporation.
Appears in 1 contract
Samples: Business Combination Agreement (Galata Acquisition Corp.)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the CBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Section 259 and the other applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc)
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCLDGCL and the CCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime all of the assets, all the propertyproperties, rights, privileges, powers powers, and franchises of each of the Company SCI and Merger Sub shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company SCI and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mechanical Technology Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall will become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Landrys Restaurants Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.. SECTION 1.04
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ps Group Holdings Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the assets, property, rights, privileges, powers and franchises of each franchises, and all and every other interest of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities Liabilities and duties of each of the Company and Merger Sub shall become the debts, liabilitiesLiabilities, obligations, restrictions, disabilities obligations and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Loehmanns Holdings Inc)
Effect of the Merger. At the Effective Time, the The Merger shall have the effects set forth herein and in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the propertyproperties, rights, privileges, powers and franchises of each the Company and Acquisition Sub, and all of the claims, obligations, liabilities, debts and duties of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Acquisition Sub shall become the debtsclaims, obligations, liabilities, obligations, restrictions, disabilities debts and duties of the Surviving Corporation.. 3.5
Appears in 1 contract
Effect of the Merger. At and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company PSI and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company PSI and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
Appears in 1 contract
Effect of the Merger. At and after the Effective Time, -------------------- the Merger shall have the effects as set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger and Reorganization (Blue Coat Systems Inc)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of Purchaser and the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Purchaser and the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Effect of the Merger. At the Effective Time, the effect -------------------- of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the KGCL and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger and Reorganization (Actuate Corp)
Effect of the Merger. At the Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (Dade Behring Holdings Inc)
Effect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Corporation, and all debtsdebts (including the Notes), liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (Southwestern Energy Co)
Effect of the Merger. At the Effective TimeTime (as defined in Section -------------------- 1.03 hereof), the effect of the Merger shall have the effects set forth be as provided in this Agreement accordance with federal law and the applicable provisions of regulation and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub Acquiror shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub Acquiror shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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Samples: Agreement and Plan of Merger (Heritage Bancshares Inc /Tx)
Effect of the Merger. At the Merger Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the TBOC and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and C Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and C Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
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