Common use of Effective Time of the Merger Clause in Contracts

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fidelity National Information Solutions Inc), Agreement and Plan of Merger (Fidelity National Financial Inc /De/)

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Effective Time of the Merger. Subject to the provisions of this Agreement, on the Closing Date (as defined in Section 3.1), certificate of merger complying with Section 251 of the DGCL (the "Certificate of Merger"), with respect to the Merger, shall be delivered to the Secretary of State of the State of Delaware for filing. The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the Delaware StatuteDelaware, or at such later date and time as agreed to by the parties and may be set forth in the Certificate of MergerMerger (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Disc Graphics Inc /De/), Agreement and Plan of Merger (Dg Acquisition Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, as soon as practicable on or after the Merger shall become effective Closing Date (the “Effective Time”) upon the filing as defined in Article 8 of this Agreement), a properly executed certificate of merger (the "Certificate of Merger") with shall be duly prepared, executed and acknowledged by Company and Merger Sub and thereafter delivered to the Secretary of State of the State of Delaware for filing in accordance with Delaware Law. The Merger shall become effective upon the Delaware Statute, or at later to occur of the acceptance of such later time as agreed to filing by the parties and set forth in Secretary of State of the State of Delaware or such time thereafter as is provided by the Certificate of MergerMerger (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vina Technologies Inc), Agreement and Plan of Merger (Vina Technologies Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed the certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the Delaware Statuteprovisions of the DLLCA, or at such later other time as agreed to Merger Sub and the Company shall agree should be specified in the certificate of merger, which filing shall be made as soon as practicable on the Closing Date. When used in this Agreement, the term “Effective Time” shall mean the time at which such certificate is accepted for filing by the parties and set forth Secretary of State of the State of Delaware or such time as otherwise specified in the Certificate certificate of Mergermerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crestwood Midstream Partners LP), Agreement and Plan of Merger (CyrusOne Inc.)

Effective Time of the Merger. Subject to As soon as practicable on the provisions of this AgreementClosing Date, the Merger Company shall become effective (file with the “Effective Time”) upon the filing of Delaware Secretary a properly executed certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary ), which Certificate of State of the State of Delaware Merger shall be in such form as is required by, and executed and acknowledged in accordance with with, the Delaware Statute, DGCL. The Merger shall become effective upon such filing or at such later date and time as agreed to by Parent and the parties Company shall agree and set forth shall be specified in the Certificate of MergerMerger (the “Effective Time”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Collegiate Pacific Inc), Agreement and Plan of Merger (Collegiate Pacific Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing an appropriate form of a properly executed certificate of merger (the "Certificate of Merger") shall be duly executed and filed by the Partnership and Regal on the Closing Date (as hereinafter defined) in the manner provided in Section 17-211 of the Delaware Partnership Act. The Merger shall become effective at such time on the Closing Date as the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the Delaware Statute, (or at such later time as agreed to by the parties and set forth may be specified in the Certificate of Merger) (the "Effective Time").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Richfield Holdings Inc), Agreement and Plan of Merger (Aircoa Hotel Partners L P)

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) in such mutually acceptable form as is required by the relevant provisions of the Delaware Corporations Code (“Delaware Law”) shall be duly executed by the Surviving Corporation (as defined in Section 1.3) and thereafter delivered to the Secretary of State of the State of Delaware for filing on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with (the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of Merger“Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (the “Effective Time”) upon the filing of as set forth in a properly executed certificate of ownership and merger (the “Certificate of Merger”) duly filed with the Secretary of State of the State of Delaware (the "Certificate of Ownership and Merger"), which filing shall be made on the Closing Date. As used in accordance with this Agreement, the Delaware Statuteterm "Effective Time" shall mean the date and time when the Merger becomes effective, or at such later time as agreed to by the parties and set forth in the Certificate of Ownership and Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scovill Holdings Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) in such mutually acceptable form as is required by the relevant provisions of the Delaware General Corporation Law (“Delaware Law”) shall be duly executed by the Surviving Corporation (as defined in Section 1.3) and thereafter delivered to the Secretary of State of the State of Delaware for filing on the Closing Date (as defined in Section 1.2). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with (the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of Merger“Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc)

Effective Time of the Merger. Subject (a) Upon the terms and subject to the provisions of conditions set forth in this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) with meeting the requirements of Section 18-209 of Delaware Limited Liability Company Act (the “DLLCA”) shall be duly executed and delivered by the applicable parties hereto and thereafter delivered to the Secretary of State of the State of Delaware in accordance with for filing on the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Martek Biosciences Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, on the Merger Closing Date, the parties shall become effective (the “Effective Time”) upon the filing of cause a properly executed certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the Delaware Statute, DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and set forth specified in the Certificate of MergerMerger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clear Channel Outdoor Holdings, Inc.)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective on the date and at the time (the "Effective Time") upon the filing of at which a properly executed certificate of merger (the "Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware in accordance with the Delaware StatuteDelaware, or at such later date and time as agreed to by the parties and set forth in the may be specified therein. The Certificate of MergerMerger filing shall be made on the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Maxworldwide Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, on the Merger shall become effective Closing Date (the “Effective Time”) upon the filing of as defined in Section 3.1), a properly executed certificate of merger (the “Certificate of Merger”"Merger Certificate") shall be executed and filed by Xxxxxxx and the Company with the Secretary of State of the State of Delaware in accordance with pursuant to the Delaware Statute, General Corporation Law (the "DGCL"). The Merger shall become effective at such time as the Merger Certificate has been so filed or at such later time thereafter as agreed to by the parties and set forth is provided in the Merger Certificate of Merger(the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cybex International Inc)

Effective Time of the Merger. Subject (a) Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the Merger shall become effective Closing Date, (the “Effective Time”i) upon the filing of a properly executed certificate of merger substantially in the form attached hereto as Exhibit B (the “Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware in accordance with Delaware, and (ii) the Delaware Statute, parties shall make all other filings or at such later time as agreed to recordings required by the parties and set forth in Act or other applicable Law to effectuate the Certificate of Merger.

Appears in 1 contract

Samples: Agreement of Merger and Acquisition (Aphria Inc.)

Effective Time of the Merger. Subject (a) Upon the terms and subject to the provisions of conditions set forth in this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) with meeting the requirements of Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) shall be duly executed and delivered by the parties hereto and thereafter delivered to the Secretary of State of the State of Delaware in accordance with for filing on the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cross Country Healthcare Inc)

Effective Time of the Merger. (a) Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate "CERTIFICATE OF MERGER") in such mutually acceptable form as is required by the relevant provisions of Merger”the Delaware General Corporation Law ("DELAWARE LAW") with shall be duly executed and delivered by the parties hereto and thereafter delivered to the Secretary of State of the State of Delaware in accordance with for filing on the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerClosing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Loudeye Technologies Inc)

Effective Time of the Merger. Subject to the provisions of this AgreementAgreement (including Article VII hereof), the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger with respect to the Merger in such form as is required by the DGCL (the "Certificate of Merger") with shall be duly prepared, executed and acknowledged and thereafter delivered to the Secretary of State of the State of Delaware for filing, as provided in accordance with the Delaware StatuteDGCL, or at such later time as agreed early as practicable on the Closing Date (as defined in Section 1.3). Subject to by applicable law, the parties and set forth in Merger shall become effective upon the date of filing of the Certificate of MergerMerger (the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unisource Energy Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (the “Effective Time”) upon the filing by Acquisition Sub of a properly executed certificate of merger (the Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the Delaware Statute, or at such later time as agreed to by the parties Delaware. The Certificate of Merger shall be executed and set forth delivered in the Certificate manner provided under the DGCL. The date and time when the Merger shall become legally effective is referred to herein as the “Effective Time.” For accounting and Tax purposes, the Merger shall be deemed effective as of Merger11:59 p.m. Eastern time on the Closing Date.

Appears in 1 contract

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

Effective Time of the Merger. Subject to the provisions terms and conditions hereof, a Certificate of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) shall be filed with the Secretary of State of the State of Delaware on the Closing Date in accordance with the provisions of the Delaware Statute, or General Corporation Law (the “DGCL”). The Merger shall be effective at such later the time as agreed to by the parties and set forth in at which the Certificate of MergerMerger is accepted for filing by the Secretary of State of the State of Delaware (the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (on the “Effective Time”) upon date and at the filing of time at which a properly executed certificate of merger (the "Certificate of Merger") is duly filed with the Secretary of State of the State of Delaware in accordance with the Delaware StatuteDelaware, or at such later date and time as agreed to by may be specified therein. The Certificate of Merger filing shall be made as soon as practicable on or after the Closing Date. When used in this Agreement, the term "Effective Time" means the date and time on which such Certificate of Merger is so filed or such later time as the parties and set forth in the Certificate of Mergershall designate therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Screaming Media Com Inc)

Effective Time of the Merger. Subject to the provisions of this ---------------------------- Agreement, including the satisfaction or waiver of the conditions set forth in Article 11 hereof, a Certificate of Merger shall become effective be duly prepared, executed and acknowledged by the Surviving Corporation (the “Effective Time”as defined in Section 2.2) upon the filing of a properly executed certificate of merger (the “Certificate of Merger”) with and thereafter delivered to the Secretary of State of the State of Delaware Delaware, for filing, in accordance with the Delaware Statute, or at such later time General Corporation Law on the Closing Date (as agreed to by defined in Article 12). The Merger shall become effective upon the parties and set forth in filing of the Certificate of MergerMerger with the Delaware Secretary of State (the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cb Commercial Real Estate Services Group Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, on or prior to the Merger Closing Date, Republic shall become effective (the “Effective Time”) upon the filing of cause a properly executed certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware as provided in accordance Section 251 of the DGCL. The Merger shall become effective when the Certificate of Merger has been duly filed with the Delaware StatuteSecretary of State of the State of Delaware, or at such later other subsequent date or time as agreed to by the parties Arrow and set forth Republic may agree and specify in the Certificate of MergerMerger (the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Republic Companies Group, Inc.)

Effective Time of the Merger. Subject to the provisions terms of this Agreement, a Certificate of Merger (the "Certificate of Merger") shall be duly executed by Merger Sub and Lexington and delivered to the office of the Delaware Secretary of State for filing, as provided in Section 251 of the Delaware General Corporation Law (the "Delaware Law"), as soon as practicable on the Closing Date (as defined in Section 1.2). The Merger shall become effective (at the “Effective Time”) upon time at which the filing of a properly executed certificate of merger (the “Certificate of Merger”) Merger shall have been filed with the Delaware Secretary of State of the State of Delaware in accordance with the Delaware Statute, or at such later time thereafter as agreed to by the parties and set forth is provided in the Certificate of MergerMerger (the "Effective Time").

Appears in 1 contract

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

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Effective Time of the Merger. Subject to the provisions of this Agreement, on the Merger Closing Date, the Company shall become effective (the “Effective Time”) upon the filing of cause a properly executed certificate of merger (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the Delaware Statute, DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and set forth specified in the Certificate of Merger.Merger (the time at which the Merger becomes effective is herein referred to as the "Effective Time"). Section 1.04

Appears in 1 contract

Samples: Agreement and Plan of Merger (GLAUKOS Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger giving effect to the agreement of the parties described in this Article I (the "Certificate of Merger”) with "), shall be duly executed and acknowledged by the Continuing Corporation (as defined in Section 1.03), and thereafter delivered to the Secretary of State of the State of Delaware Delaware, for filing, as provided in accordance with the Delaware StatuteLaw, as soon as practicable on or at such later time after the Closing Date (as agreed to by the parties and set forth defined in the Certificate of Merger.Section 1.02

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dendreon Corp)

Effective Time of the Merger. Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “Certificate Articles of Merger”) , together with the Secretary of State of the State of Delaware all other required certificates, shall be filed in accordance with the Delaware Statute, General Corporation Law as soon as practicable on or at after the Closing Date (as defined in Section 10.1 of this Agreement). The Merger shall become effective upon the filing of such later time as agreed to by certificates with the parties and set forth in Delaware Secretary of State (the Certificate "Effective Time of the Merger").

Appears in 1 contract

Samples: Plan of Merger (Fibercore Inc)

Effective Time of the Merger. Subject to the provisions of terms and conditions in this Agreement, on the Closing Date the parties will deliver a certificate of merger complying with Section 251(c) of the Act to the Secretary of State of the State of Delaware for filing pursuant to the Act. The Merger shall will become effective (the “Effective Time”) upon the filing of a properly executed such certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware Delaware. As used in accordance this Agreement, the "Effective Time" means the time at which the certificate of merger is filed with the Delaware Statute, or at such later time as agreed to by Secretary of State of the parties and set forth in the Certificate State of MergerDelaware.

Appears in 1 contract

Samples: Agreement of Merger (Tci Music Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, a certificate of merger giving effect to the agreement of the parties described in this Article I (the "Certificate of Merger"), shall be duly executed and acknowledged by the Continuing Corporation (as defined in Section 1.03), and thereafter delivered to the Secretary of State of the State of Delaware, for filing, as provided in the Delaware Law, as soon as practicable on or after the Closing Date (as defined in Section 1.02). The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the Certificate of Merger”) Merger with the Secretary of State of the State of Delaware in accordance with the Delaware Statute, or at such later time thereafter as agreed to by the parties and set forth is provided in the Certificate of MergerMerger (the "Effective Time"). 1.02.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corvas International Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement and the Merger Agreement, the Merger Agreement, together with any required certificates, shall be duly filed in accordance with the Delaware Statute simultaneously with or as soon as practicable following the Closing (as defined in Section 1.3 below). The Merger shall become effective (the "Effective Time") upon the filing of a properly executed certificate of merger the Merger Agreement (the “Certificate of Merger”together with any required certificates) with the Secretary of State of the State of Delaware in accordance with the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerDelaware.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Conner Peripherals Inc)

Effective Time of the Merger. Subject to Upon the provisions terms of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed an appropriate certificate of merger (the “Certificate of Merger”) shall be duly prepared, executed by each of Merger Sub and GGPI and delivered to and filed with the Secretary of State of the State of Delaware in accordance with, and in such form as complies with, the relevant provisions of the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Statuteor, or subject to the DGCL, at such later time as is agreed to upon by the parties and set forth specified in the Certificate of Merger.. The term

Appears in 1 contract

Samples: Agreement and Plan of Merger (General Growth Properties, Inc.)

Effective Time of the Merger. Subject to the provisions of this Agreement, on the Merger Closing Date, the Company shall become effective (the “Effective Time”) upon the filing of cause a properly executed certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with Section 251 of the Delaware Statute, DGCL. The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and set forth specified in the Certificate of MergerMerger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avedro Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “"Certificate of Merger") pursuant to and in compliance with this Agreement and Section 251 of the General Corporation Law of the State of Delaware (the "Delaware Law") with the Secretary of State of the State of Delaware Delaware. When used in this Agreement, the term "Effective Time" shall mean the time at which the Certificate of Merger has been filed and become effective in accordance with the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Psinet Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, the The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed the certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the Delaware Statuteprovisions of the DLLCA, or at such later other time as agreed to Merger Sub and the Company shall agree should be specified in the certificate of merger, which filing shall be made as soon as practicable on the Closing Date. When used in this Agreement, the term “Effective Time” shall mean the time at which such certificate is accepted for filing by the parties and set forth Secretary of State of the State of Delaware or such other time as otherwise specified in the Certificate certificate of Mergermerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Noven Pharmaceuticals Inc)

Effective Time of the Merger. (a) Subject to the provisions of this Agreement, the Merger shall become effective (the “Effective Time”) upon the filing of a properly executed certificate of merger (the "Certificate of Merger") with in such mutually acceptable --------------------- form as is required by the relevant provisions of the Delaware General Corporation Law ("Delaware Law") shall be duly executed and delivered by the ------------ parties hereto and thereafter delivered to the Secretary of State of the State of Delaware for filing on the Closing Date (as defined in accordance with the Delaware Statute, or at such later time as agreed to by the parties and set forth in the Certificate of MergerSection 1.2).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Com Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, a Certificate of Merger with respect to the Merger shall become effective in such form as is required by the DGCL (the “Effective Time”) upon the filing of a properly executed certificate of merger (the “"Certificate of Merger") shall be duly prepared, executed and acknowledged and thereafter filed with the Secretary of State of the State of Delaware in accordance with Delaware, as soon as practicable on the Delaware Statute, Closing Date. The Merger shall become effective at the later of the time of filing of the Certificate of Merger or at such later time as is agreed to upon by the parties and set forth specified in the Certificate of MergerMerger (the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alleghany Corp /De)

Effective Time of the Merger. Subject to the provisions of this Agreement, on the Closing Date, InnoRx and Merger Sub shall become effective (the “Effective Time”) upon the duly execute and deliver for filing of a properly executed certificate of merger (the “Certificate of MergerMerger in a mutually acceptable form as required by the relevant provisions of the Delaware General Corporation Law (“DGCL”) with the Secretary of State of the State of Delaware in accordance Delaware. The Merger shall become effective upon the due and valid filing and acceptance of the Certificate of Merger with and by the Delaware StatuteSecretary of State of the State of Delaware, or at such later time thereafter as agreed to by the parties and set forth is provided in the Certificate of MergerMerger (the “Effective Time”).

Appears in 1 contract

Samples: Agreement of Merger (Surmodics Inc)

Effective Time of the Merger. Subject to the provisions of this Agreement, a Certificate of Merger, together with all other required certificates, shall be filed in accordance with the requirements of Section 251 of the GCL as soon as practicable on or after the Closing Date. The Merger shall become effective (the “Effective Time”) upon the filing of a properly executed such certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with (the Delaware Statute, or at such later time as agreed to by "Effective Time of the parties and set forth in the Certificate of Merger").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Health Management Systems Inc)

Effective Time of the Merger. Subject to the provisions of this Merger Agreement, at the Merger shall become effective Closing (the “Effective Time”as defined in Section 1.3) upon the filing of a properly executed certificate of merger (the "Certificate of Merger") with shall be duly prepared, executed and verified by the Company and immediately thereafter delivered to the Secretary of State of the State of Delaware for filing, as provided in accordance with the Delaware StatuteDGCL, as soon as practicable on or at such later after the Closing Date (as defined in Section 1.3). The Merger shall become effective as of the date and time as agreed to by the parties and set forth specified in the Certificate of MergerMerger (such date and time, the "Effective Time").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ba Merchant Services Inc)

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