Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Vidler Water Resources, Inc.), Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (Liquid Media Group Ltd.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Purchaser under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at the Closing, the Company, Parent, parties shall cause the Merger to be consummated by executing and Merger Sub will cause filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in such form as is required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent and the Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (Workhorse Group Inc.), Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (20/20 Biolabs, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (MassRoots, Inc.), Merger Agreement (Harvard Bioscience Inc), Merger Agreement (MassRoots, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the Closing, the CompanyClosing Date, Parent, Sub and Merger Sub will cause the Company shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedin such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and shall make all other filings and recordings required under the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings), Merger Agreement (Fidelity National Financial, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (K2 Inc), Merger Agreement (K2 Inc), Merger Agreement (Valueclick Inc/Ca)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Sources: Merger Agreement (Aki Inc), Agreement and Plan of Merger (Monsanto Co /New/), Merger Agreement (Von Hoffmann Holdings Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the CompanyTarget, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Target and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Enernoc Inc), Merger Agreement (World Energy Solutions, Inc.), Merger Agreement (Clearlake Capital Partners Ii Lp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later other date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 5 contracts
Sources: Merger Agreement (Zoom Video Communications, Inc.), Merger Agreement (U.S. Concrete, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Sources: Merger Agreement (Overseas Shipholding Group Inc), Merger Agreement (Johnson & Johnson), Merger Agreement (Maritrans Inc /De/)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause on the Closing Date the Company (or Sub, in the case of a certificate of merger (the “Certificate of Merger”ownership and merger) to be executed, acknowledged, and filed shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (or a certificate of ownership and merger, as the case may be) (the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”) a certificate of merger effecting the Merger in accordance with substantially the relevant provisions form attached hereto as Exhibit A (the “Certificate of the DGCL and shall make all other filings or recordings required under Merger”), as provided in Section 251 of the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or time as may be agreed by the Parent and Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (United Rentals North America Inc), Merger Agreement (Neff Corp), Merger Agreement (Neff Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Innoviva, Inc.), Merger Agreement (Entasis Therapeutics Holdings Inc.), Merger Agreement (Telenav, Inc.)
Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or as promptly as practicable after the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with is accepted for recording by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of at which the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 4 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Genovese Drug Stores Inc), Merger Agreement (Penney J C Co Inc), Merger Agreement (Penney J C Co Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a parties shall file the certificate of merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed), acknowledgedtogether with any required related certificates, filings and filed recordings, with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under of, the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or and time as may be agreed by the Company and Parent may agree upon and as is set forth in writing and specified in the such Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as such time, the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement, Merger Agreement (CVS HEALTH Corp), Merger Agreement (Omnicare Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, filed on the Closing Date (or on such other date as Parent and filed the Company may agree in writing) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such the time as at which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon in writing by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “Effective Time.”).
Appears in 4 contracts
Sources: Merger Agreement (RenPac Holdings Inc.), Merger Agreement (Pactiv Corp), Merger Agreement (J.M. Tull Metals Company, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable following the Closing, the Company, Parent, Company shall prepare and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLLLC Act. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executedduly prepared, acknowledged, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions “Delaware Secretary of the DGCL and shall make all other filings or recordings required under the DGCLState”). The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by the Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 4 contracts
Sources: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (Network Equipment Technologies Inc)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) ), to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Seacor Holdings Inc /New/), Merger Agreement (Vivint Solar, Inc.), Merger Agreement (Genesee & Wyoming Inc)
Effective Time. Subject to the provisions of this Agreement, at Before the Closing, the Company, ParentCompany shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executedClosing Date, acknowledged, and filed the Company shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Anixter International Inc), Merger Agreement (Wesco International Inc), Merger Agreement (Wesco International Inc)
Effective Time. Subject Prior to the provisions of this AgreementClosing Parent shall prepare, at and on the ClosingClosing Date or as soon as practicable after the Closing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and acknowledged in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”)".
Appears in 3 contracts
Sources: Merger Agreement (Olin Corp), Merger Agreement (Citigroup Inc), Merger Agreement (Chase Industries Inc)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the Company, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executedduly executed and filed, acknowledgedin accordance with the DGCL, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under in connection with the DGCLMerger. The Merger will shall become effective at the time such time as the Certificate of Merger has shall have been duly filed with with, and accepted by, the Secretary of State of the State of Delaware or at such later date or and time as may be is agreed upon by the Company and Parent in writing Parties and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Sevcon, Inc.), Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Effective Time. Subject to As soon as practicable after satisfaction of the provisions of this Agreement, at the Closing, the Companyconditions in Article VI, Parent, the Purchaser and Merger Sub the Company will cause a certificate of merger in the form required by the DGCL (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with (the relevant provisions "Secretary of the DGCL and shall make all other filings or recordings required under the DGCLState"). The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Sources: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)
Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective on the date and at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Parent in writing and specified set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Dun & Bradstreet Holdings, Inc.), Merger Agreement (Agiliti, Inc. \De), Merger Agreement (Covetrus, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Core Scientific, Inc./Tx), Agreement and Plan of Merger (Globus Medical Inc), Merger Agreement (Nuvasive Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Johnson & Johnson), Merger Agreement (Orapharma Inc), Merger Agreement (Johnson & Johnson)
Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, the Company, Parent, Purchaser and the Company -------------- shall cause an appropriate Certificate of Merger Sub will cause a certificate of merger (the “"Certificate of Merger”") --------------------- to be executed, acknowledged, executed and filed on the Closing Date (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, such time of the Merger being hereinafter referred to as the “"Effective Time”)." --------------
Appears in 3 contracts
Sources: Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp), Agreement and Plan of Merger (Sage Group PLC)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub the Company will cause a certificate of merger (the “"Certificate of Merger”") in the form of Exhibit E hereto, to be executed, acknowledged, filed on the Closing Date (as defined in Section 1.3 hereof) (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware (the "Secretary of State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been pursuant to Section 251 of the DGCL and any other documents necessary to effect the Merger in accordance with the DGCL are duly filed with the Secretary of State of (the State of Delaware "Merger Filing") or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Sources: Merger Agreement (Worldtalk Communications Corp), Merger Agreement (Tumbleweed Communications Corp), Merger Agreement (Tumbleweed Communications Corp)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentClosing Parent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Surviving Entity shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Opticare Health Systems Inc), Merger Agreement (Refac), Merger Agreement (Refac)
Effective Time. Subject to As soon as practicable, on the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL DGCL, and shall make all any other filings filings, recordings or recordings publications required to be made by the Company or Merger Sub under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Cleveland-Cliffs Inc.), Merger Agreement (Ak Steel Holding Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Parent and the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Mitel Networks Corp), Merger Agreement (ShoreTel Inc), Merger Agreement (Air Methods Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed on the Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such the date and time as at which the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other date or and time as may be agreed by the Company and Parent parties hereto will agree in writing (subject to the requirements of the DGCL) and specified will specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc), Acquisition Agreement
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date the Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Company, Parent and Parent US Holdco in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Icon PLC), Merger Agreement (PRA Health Sciences, Inc.), Merger Agreement (Icon PLC)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger will shall become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Akoya Biosciences, Inc.), Agreement and Plan of Merger (Quanterix Corp), Agreement and Plan of Merger (Quanterix Corp)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the Company, Parent, and a Certificate of Merger Sub will cause a certificate of merger (the “"Merger Certificate") shall be duly executed and acknowledged by Acquisition and the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger”) to be executed, acknowledged, and is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Gti Corp), Merger Agreement (Logicon Inc /De/), Merger Agreement (Technitrol Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on or after the Closing, Closing Date the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDGCL to consummate the Merger. The Certificate of Merger will shall specify that the Merger shall become effective at such time as 12:01 a.m. on the Certificate of Merger has been duly filed with day following the Secretary of State of the State of Delaware Closing Date or at such later date or other time as may be agreed by Parent and the Company and Parent in writing and shall agree should be specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Gaylord Entertainment Co), Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Westinghouse Electric Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or certificate of ownership and merger, as the case may be, or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executedduly prepared, acknowledged, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions Inc)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, Parent and the Company, Parent, and Merger Sub will cause Company shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of on the State of Delaware Closing Date, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as Merger. As used herein, the “Effective Time”)” shall mean the time at which the Merger shall become effective.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Merger Agreement (Lantheus Holdings, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date (as defined below), the Company, Parent, and Merger Sub will cause a certificate of merger substantially in the form attached hereto as Exhibit A (the “Certificate of MergerMerger Certificate”) ), shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under for filing pursuant to the DGCL. The Merger will shall become effective at such time as a properly executed copy of the Merger Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL or such later time as Parent and the Company may agree upon and as set forth in the Merger Certificate (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Santarus Inc), Agreement and Plan of Merger (Santarus Inc), Merger Agreement (Pharmion Corp)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will cause a certificate of merger (on the “Certificate of Merger”) to be executed, acknowledged, and filed Closing Date or as soon as practicable thereafter the Surviving Corporation shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or subsequent time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company (at the direction of the Special Committee) and Merger Sub Parent will cause a certificate of merger (the “Certificate of Merger”) to be duly executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDLLCA. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed in writing by the Company (at the direction of the Special Committee) and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Voltari Corp), Merger Agreement (Cadus Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this AgreementAgreement (including the Merger Condition), at concurrently with the Closing, the Company, Parent, Company and Merger Sub will Parent shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the Company and Parent in writing, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”if any).
Appears in 2 contracts
Sources: Merger Agreement (National Holdings Corp), Merger Agreement (Fortress Biotech, Inc.)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit A (the “"CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger”) to be executed, acknowledged, and Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Merger Agreement (Fotoball Usa Inc), Merger Agreement (Brass Eagle Inc)
Effective Time. Subject to the provisions of this Agreement, at Immediately following the Closing, the Company, Parent, Company and Merger Sub Parent will cause a certificate Certificate of merger Merger with respect to the Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDLLCA. The Merger will shall become effective at such the time as when the Delaware Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed upon by the Company and Parent parties hereto in writing and specified set forth in the Delaware Certificate of Merger in accordance with the DGCL and the DLLCA (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (At&t Inc.), Merger Agreement (Directv)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub the Company will cause a certificate -------------- Certificate of merger Merger (the “"Certificate of Merger”") to be executed, acknowledged, executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware (the "Secretary of State") as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as at which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)."
Appears in 2 contracts
Sources: Merger Agreement (Plato Holdings Inc), Merger Agreement (Plato Holdings Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executedduly prepared, acknowledged, executed and acknowledged by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with (the relevant provisions “Delaware Secretary of the DGCL and shall make all other filings or recordings required under the DGCLState”). The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by the Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Perkinelmer Inc), Merger Agreement (Caliper Life Sciences Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger will shall become effective at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Akoya Biosciences, Inc.), Merger Agreement (Akoya Biosciences, Inc.)
Effective Time. Subject On the Closing Date, or on such other date as Parent and the Company may agree to the provisions of this Agreement, at the Closing, the Companyin writing, Parent, and Merger Sub will and the Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger has shall have been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be is agreed upon by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective DGCL, such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at promptly after the Closing, Closing on the CompanyClosing Date, Parent, and Merger Sub will and the Company shall cause the Merger to be consummated under DGCL by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Effective Time. Subject to On the provisions of this AgreementClosing Date (as defined below), at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed Parent shall file with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and the DLLCA and shall make all other filings or recordings required under the DGCLDGCL and the DLLCA. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gleacher & Company, Inc.), Merger Agreement (Broadpoint Securities Group, Inc.)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause Company shall have delivered to Parent a duly executed certificate of merger (the “Certificate of Merger”) with respect to the Merger. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Parent shall cause to be executed, acknowledged, and filed the Certificate of Merger with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or other time as may be agreed by Parent and the Company and Parent shall mutually agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Diffusion Pharmaceuticals Inc.), Merger Agreement (Diffusion Pharmaceuticals Inc.)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger relating to the Merger as contemplated by the DGCL (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under with, the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gannett Co., Inc.), Merger Agreement (New Media Investment Group Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the Closing, the CompanyClosing Date, Parent, and Merger Sub and the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (collectively, the “Certificate of Merger”) executed in accordance with the relevant provisions of the DGCL and shall will make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company will agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Citadel Broadcasting Corp), Merger Agreement (Cumulus Media Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the "Certificate of Merger") executed and acknowledged in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing and acceptance of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Effective Time. Subject to the provisions of this Agreement, at the ClosingParent, the Company, Parent, Purchaser and Merger Sub will the Company -------------- shall cause a certificate of merger (the “Certificate of Merger”) Merger to be executed, acknowledged, executed and filed on the Closing Date (as hereinafter defined) (or on such other date as Parent and the Company may agree) with the Secretary of State of Delaware (the State "Secretary of Delaware State") in ------------------ such form as required by, and executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as on the date on which the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be is agreed upon by the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective Merger, and such time of the Merger being is hereinafter referred to as the “"Effective Time”)." --------------
Appears in 2 contracts
Sources: Merger Agreement (Saffron Acquisition Corp), Merger Agreement (Sun Coast Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger satisfying the applicable requirements of the DGCL, in form and substance reasonably satisfactory to Parent and the Company (the “Certificate of Merger”) to ), shall be executed, acknowledged, duly executed by the Company and filed with the Secretary of State of the State of Delaware Delaware, and the Parties shall make any other filings, recordings or publications required to be made under the DGCL in accordance connection with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLMerger. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or or, if otherwise agreed to by the Company and Parent, at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (SEMrush Holdings, Inc.), Merger Agreement (Informatica Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at Closing Date or as soon as practicable thereafter the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed parties shall duly file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or certificate of ownership and merger, as the case may be (in any such case, the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent, U.S. Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cgi Group Inc), Merger Agreement (Stanley, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger substantially in the form attached to this Agreement as Exhibit C (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (FaZe Holdings Inc.), Merger Agreement (GameSquare Holdings, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent Parties in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit A (the “"CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger”) to be executed, acknowledged, and Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Edwards J D & Co), Merger Agreement (Edwards J D & Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the CompanyHoldCo, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company HoldCo and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Vici Properties Inc.), Merger Agreement (Penn National Gaming Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger with the Company, Parent, and Merger Sub will cause a certificate substantially in the form of merger Exhibit A (the “Certificate of Merger”) shall be duly executed and acknowledged by Buyer and thereafter delivered to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLfor filing. The Merger will shall become effective at such time as a properly executed copy of the Certificate of Merger has been is duly filed with the Secretary of State of the State States of Delaware or at such later date or time as Parent and the Stockholder may be agreed by the Company agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Valor Gold Corp.), Merger Agreement (Pershing Gold Corp.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, Parent and Merger Sub will SunGard Data shall file (or cause to be filed) a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by the Company Parent and Parent in writing SunGard Data shall agree and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Sungard Capital Corp Ii), Merger Agreement (GL Trade Overseas, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub Partnership will cause a certificate of merger substantially in the form attached hereto as Exhibit B, executed in accordance with the relevant provisions of the Partnership Agreement, the DRULPA and the DLLCA (the “Certificate of Merger”) ), to be executed, acknowledged, and duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company Partnership and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Midcoast Energy Partners, L.P.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Quality Systems, Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”") to shall be executed, acknowledged, duly prepared and executed by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “"Effective Time”)."
Appears in 2 contracts
Sources: Merger Agreement (Rwe Aktiengesellschaft /Adr/), Merger Agreement (American Water Works Co Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Company and Merger Sub Parent will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (the “Certificate of Merger”) ), to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 18-209 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger substantially in the form of Exhibit A attached hereto (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verint Systems Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at a Certificate of Merger in customary form reasonably acceptable to Parent and the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger Company (the “Certificate of MergerMerger Certificate”) shall be duly executed and acknowledged by the Company and Acquisition Sub and thereafter delivered to be executed, acknowledged, the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date. The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of DGCL or such later time as Parent and the DGCL Company may agree upon and shall make all other filings or recordings required under set forth in the DGCL. The Merger will become effective at Certificate (such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Carpenter Technology Corp), Merger Agreement (Carpenter Technology Corp)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Dover Motorsports Inc), Merger Agreement (Papa Murphy's Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCLDGCL with respect to the Merger. The Merger will shall become effective at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (McEwen Mining Inc.), Merger Agreement (Timberline Resources Corp)
Effective Time. Subject to the provisions of this Agreement, at Promptly following the Closing, the Company, Parent, Company and Merger Sub will shall cause to be filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed), acknowledgedexecuted and filed in accordance with, and filed with the Secretary of State of the State of Delaware in accordance with containing such information as is required by, the relevant provisions of the DGCL and shall make all other filings or recordings required under DGCL, in order to effect the DGCLMerger. The Merger will shall become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such other, later date or and time as may be agreed by the Company and Parent in writing may agree and specified specify in the Certificate of Merger Merger, executed and filed in accordance with with, and containing such information as is required by, the relevant provisions of the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Effective Time. Subject to On the provisions of this AgreementClosing Date, at Parent and the Closing, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledgedsigned, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with such form as is required by the relevant provisions of the DGCL DGCL, and shall make all other deliveries, filings or recordings required under by the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later other subsequent date or time as may be agreed by Parent and the Company may agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Carbon Black, Inc.), Merger Agreement (Vmware, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable after the Closing, the Company, Parent, Parent and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL DGCL, and shall make any and all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other date or time as may be agreed by Parent and the Company and Parent shall agree in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as becomes effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Acer Therapeutics Inc.), Merger Agreement (Zevra Therapeutics, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Sub and Merger Sub will the Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executedfiled on the Closing Date or on such other date as Parent and the Company may agree, acknowledged, and filed with the Secretary of State of the State of Delaware as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later other date or and time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The date and time of on which the Merger being hereinafter becomes effective is referred to herein as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the Company, Parent, and a Certificate of Merger Sub will cause a certificate of merger (the “"Merger Certificate") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to the DGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate of Merger”) to be executed, acknowledged, and is duly filed with by the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified set forth in the Merger Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Nichols Research Corp /Al/), Merger Agreement (Computer Sciences Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at on the ClosingClosing Date, a Certificate of Merger substantially in the Company, Parent, and Merger Sub will cause a certificate form of merger Exhibit C (the “"Certificate of Merger”") shall be duly executed and acknowledged by the Company and thereafter delivered to be executed, acknowledged, and the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such later time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company may agree upon and Parent in writing and specified as set forth in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Kforce Inc), Merger Agreement (Hall Kinion & Associates Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub will cause parties shall file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware acknowledged in accordance with the relevant provisions of the DGCL and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing and acceptance of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified shall specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Topps Co Inc), Merger Agreement (Sm&A)
Effective Time. Subject to Simultaneously with the provisions of this Agreement, at the Merger Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) ), with respect to the Merger to be executed, acknowledged, executed and filed with the Secretary of State of the State of Delaware (the “Secretary of State”), in accordance with the relevant provisions of the DGCL DGCL, and shall make all other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective on the date and time at such time as which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or and/or time as may be is agreed by between the Company and Parent in writing parties and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the Company, ParentParent shall prepare, and Merger Sub will on the Closing Date, the Parties shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware Delaware, in such form as is required by, and executed and acknowledged in accordance with with, the relevant provisions of the DGCL LLC Act and shall make all other filings or recordings required under the DGCLLLC Act in connection with the Merger. The Merger will shall become effective at such the time as upon which the Certificate of Merger has been is duly filed and accepted with the such Secretary of State of the State of Delaware State, or at such later date or other time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, MergerSub, and the Company shall cause the Merger Sub will cause to be consummated by filing an appropriate Certificate of Merger or, if applicable, a certificate Certificate of merger Ownership and Merger, or other appropriate documents (the “Certificate of Merger”"CERTIFICATE OF MERGER") to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with with, the relevant 5 13 provisions of the DGCL and shall make all other filings DGCL, as soon as practicable on or recordings required under after the DGCLClosing Date. The Merger will shall become effective upon such filing or at such time thereafter as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified is provided in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Merger Agreement (Texas Instruments Inc), Merger Agreement (Texas Instruments Inc)
Effective Time. Subject to the provisions of this Agreement, at As soon as practicable following the Closing, the Company, Parent, Company and Merger Sub Parent will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware executed certificates of merger with respect to the Mergers (the “Certificates of Merger”) as provided in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such the time as when the Certificate of Merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent Parties in writing and be specified in the Certificate of Merger in accordance with the DGCL (the effective time of respect to the Merger being hereinafter referred to as (the “Effective Time”). The Subsequent Merger shall become effective at the time when the Certificate of Merger with respect to the Subsequent Merger has been duly filed with the Secretary of State of the State of Delaware, which shall be immediately after the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Albertsons Companies, LLC), Merger Agreement (Rite Aid Corp)
Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingClosing Date, the Company, Parent, and Merger Sub Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or and recordings required under the DGCL. The Merger will become effective on such date and at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Gen Probe Inc), Merger Agreement (Hologic Inc)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable after the ClosingClosing and on the Closing Date, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed Company shall file with the Secretary of State of the State of Delaware in accordance with (the relevant provisions "Delaware Secretary of State") the certificate of merger (the "Certificate of Merger") and such other documents as may be required by the DGCL in order for the Merger to become effective duly prepared, executed and shall make all other filings or recordings required under acknowledged by the DGCLParties, as applicable. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Delaware Secretary of State of unless Parent and the State of Delaware or at such later Company agree to a subsequent date or time as may be agreed by the Company and Parent in writing specify such date and specified time in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the CompanyCompany shall cause the Merger to be consummated by executing, Parent, delivering and Merger Sub will cause filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all such other filings or recordings required under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such time of as the Merger being hereinafter becomes effective is referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Cumulus Media Inc), Merger Agreement (Harman International Industries Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at Parent and the Closing, Company shall cause the Company, Parent, and Merger Sub will cause to be consummated by filing a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, on the Closing Date (or on such other date as Parent and filed the Company may agree) with the Secretary of State of the State of Delaware Delaware, in such form as required by, and executed in accordance with with, the relevant provisions of the DGCL (the date and shall make all other filings or recordings required under time of the DGCL. The Merger will become effective at such time as filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by the Company and Parent in writing and is specified in the Certificate of Merger in accordance with and as is agreed to by Parent and the DGCL (the effective time of the Merger Company, being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as the Certificate of Merger has have been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Vireo Growth Inc.), Merger Agreement (Vireo Growth Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (INVO Bioscience, Inc.), Merger Agreement (INVO Bioscience, Inc.)
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the Company, Parent, and Merger Sub will Company shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be executed, acknowledged, duly executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of as provided under the DGCL and shall make all any other filings filings, recordings or recordings publications required to be made by the Company under the DGCLDGCL in connection with the Merger. The Merger will shall become effective at such time as the Certificate of Merger has been ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at on such later date or and time as may shall be agreed to by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective such date and time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Indivior PLC), Merger Agreement (Indivior PLC)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the Company, Parent, and Merger Sub will cause a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) to shall be executed, acknowledged, duly prepared and executed by the parties in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCLDelaware. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later subsequent time or date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective Merger. The time of at which the Merger being hereinafter becomes effective is referred to in this Agreement as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (American Water Works Company, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the Companyparties shall file with the Secretary of State of the State of Delaware, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, in such form as is required by and filed with the Secretary of State of the State of Delaware executed in accordance with the relevant provisions Section 251 of the DGCL DGCL, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL. The Merger will shall become effective at such time as upon the filing of the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and Parent in writing and specified specify in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, and Merger Sub will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall pay all filing fees and make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Acreage Holdings, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent, Parent and Merger Sub will Shall cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Hecla Mining Co/De/)